PRINCIPAL MUTUAL LIFE INSURANCE CO VARIABLE LIFE SEP ACCOUNT
485BPOS, 1996-04-12
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April 11, 1996



Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

Re   Principal Mutual Life Insurance Company
     Flexible Variable Life Separate Account
     File No. 33-13481

I am counsel for the above-referenced Registrant, and have reviewed the attached
post-effective  amendment which is being filed pursuant to Rule 485(b) under the
Securities  Act of 1933. I hereby  represent that the amendment does not contain
disclosures  which would render it  ineligible to become  effective  pursuant to
Rule 485(b).

Sincerely

DAVID J. BROWN

David J. Brown
Counsel

DJB/ka

Attachment
<PAGE>

                                                       Registration No. 33-13481


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                       POST-EFFECTIVE AMENDMENT NO. 13 TO
                                    FORM S-6

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

     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT
                              (Exact Name of Trust)

                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                            (Exact Name of Depositor)

                          The Principal Financial Group
                           Des Moines, Iowa 50392-0100
              (Address of Depositor's Principal Executive Offices)

                                 David J. Brown
                     Principal Mutual Life Insurance Company
                          The Principal Financial Group
                           Des Moines, Iowa 50392-0300
                     (Name and address of agent for service)
              Telephone Number, Including Area Code: (515) 247-5111

                   Please send copies of all communications to

                                 J. SUMNER JONES
                                 Jones & Blouch
                          2100 Pennsylvania Ave., N.W.
                              Washington, DC 20037



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



       _____ immediately upon filing pursuant to paragraph (b) of Rule 485

       __X__ on May 1, 1996 pursuant to paragraph (b) of Rule 485

       _____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485

       _____ on (date) pursuant to paragraph (a)(1) of Rule 485

             This post-effective amendment designates a new effective date for a
       _____ previously filed post-effective amendment.

      Title of Securities: Flexible Premium Variable Life Insurance Policy.

Registrant  has  heretofore  registered  an  indefinite  amount of such Flexible
Premium  Variable  Life  Insurance  Policies  under the  Securities  Act of 1933
pursuant to Rule 24f-2; Registrant filed a Rule 24f-2 notice for the fiscal year
ending December 31, 1995, on February 27, 1996.
<PAGE>
                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                         VARIABLE LIFE SEPARATE ACCOUNT

                       Registration Statement on Form S-6
                              Cross Reference Sheet

    Items of
   Form N-8B-2               Captions in Prospectus

        1..............  Cover Page

        2..............  Cover Page

        3..............  Not Applicable

        4..............  Distribution of the Policy

        5..............  Principal Mutual Life Insurance Company Variable Life
                         Separate Account

        6(a)...........  Not Applicable

        6(b)...........  Not Applicable

        7..............  Not Required

        8..............  Not Required

        9..............  Legal Proceedings

        10(a)..........  Ownership, Beneficiaries, Assignment

        10(b)..........  Calculation of Accumulated Value; Unit Values; Net
                         Investment Factor; Valuations in Connection with a
                         Policy; Participating Policy

        10(c), 10(d)...  Summary (Transfers; Policy Loans; Surrender,
                         Termination and Reinstatement; Policy Cancellation);
                         Death Benefits and Rights; Policy Values (Transfers;
                         Policy Loans; Surrender); Charges and Deductions
                         (Surrender Charge)

        10(e)..........  Summary (Surrender, Termination and Reinstatement);
                         Premiums (Policy Termination; Reinstatement);
                         Registration Statement

        10(f)..........  Other Matters (Voting Rights)

        10(g)(1),
        10(g)(2),
        10(h)(1),
        10(h)(2).......  Principal Mutual Life Insurance Company Variable Life
                         Separate Account; General Provisions (Addition,
                         Deletion, or Substitution of Investments)

        10(g)(3),
        10(g)(4),
        10(h)(3),
        10(h)(4).......  Not Applicable

        10(i)..........  Principal Mutual Life Insurance Company Variable Life
                         Separate Account, Policy Values; General Provisions
                         (Addition, Deletion, or Substitution of Investments;
                         Optional Insurance Benefits; Policy Proceeds);
                         Federal Tax Matters

        11.............  Principal Mutual Life Insurance Company Variable Life
                         Separate Account; General Provisions (Addition,
                         Deletion, or Substitution of Investments)

        12(a)..........  Cover page

        12(b)..........  Not Applicable

        12(c)..........  Principal Mutual Life Insurance Company Variable Life
                         Separate Account (Principal Balanced Fund, Inc.;
                         Principal Bond Fund, Inc.; Principal Capital
                         Accumulation Fund, Inc.; Principal Emerging Growth
                         Fund, Inc.; Principal High Yield Fund, Inc.; Principal
                         Money Market Fund, Inc.)

        12(d)..........  Distribution of the Policy

        12(e)..........  Not Applicable

        13(a)..........  Principal Mutual Life Insurance Company Variable Life
                         Separate Account; Charges and Deductions

        13(b), 13(c),
        13(d), 13(e),
        13(f), 13(g)...  Not Applicable

        14.............  Distribution of the Policy

        15.............  Summary (Premiums); Preimums

        16.............  Summary (Principal Mutual Life Insurance
                         Company Variable Life Separate Account); Principal
                         Mutual Life Insurance Company Variable Life Separate
                         Account; Policy Values; General Provisions (Addition,
                         Deletion, or Substitution of Investments)

        17(a), 17(b),
        17(c)..........  Captions referenced under Items 10(c), 10(d), 10(e),
                         and 10(i) above

        18(a)..........  Summary (Policy Value); Policy Values (Calculation of
                         Accumulated Value; Unit Values; Net Investment Factor;
                         Valuations in Connection with a Policy)

        18(b)..........  Not Applicable

        18(c)..........  Summary (Policy Loans); Policy Values (Policy Loans)

        18(d)..........  Not Applicable

        19.............  Other Matters (Voting Rights; Statement of Values)

        20(a), 20(b)...  Principal Mutual Life Insurance Company Variable Life
                         Separate Account; General Provisions (Addition,
                         Deletion, or Substitution of Investments); Other
                         Matters (Voting Rights)

        20(c), 20(d),
        20(e), 20(f)...  Not Applicable

        21(a), 21(b)...  Summary (Policy Loans); Policy Values

        21(c)..........  Not Applicable

        22.............  General Provisions (The Contract; Incontestability)

        23.............  Not Applicable

        24.............  Summary; Special Plans

        25.............  Description of Principal Mutual Life Insurance Company

        26.............  Not Applicable

        27.............  Description of Principal Mutual Life Insurance Company

        28.............  Officers and Directors of Principal Mutual Life
                         Insurance Company

        29.............  Description of Principal Mutual Life Insurance Company

        30.............  Not Applicable

        31.............  Not Applicable

        32.............  Not Applicable

        33.............  Not Applicable

        34.............  Not Applicable

        35.............  Description of Principal Mutual Life Insurance Company

        36.............  Not Applicable

        37.............  Not Applicable

        38(a)..........  Summary (Principal Mutual Life Insurance Company
                         Variable Life Separate Account); Principal Mutual Life
                         Insurance Company Variable Life Separate Account;
                         Distribution of the Policy

        38(b), 38(c)...  Distribution of the Policy

        39(a), 39(b)...  Distribution of the Policy

        40.............  Not Applicable

        41(a)..........  Description of Principal Mutual Life Insurance Company;
                         Distribution of the Policy

        41(b), 41(c)...  Not Applicable

        42.............  Not Applicable

        43.............  Not Applicable

        44(a), 44(b),
        44(c)..........  Summary (Principal Mutual Life Insurance Company
                         Variable Life Separate Account; Transfers; Policy
                         Loans; Surrender, Termination, and Reinstatement;
                         Policy Cancellation); Principal Mutual Life Insurance
                         Company Variable Life Separate Account; Policy Values;
                         Charges and Deductions

        45.............  Not Applicable

        46(a)..........  Captions referenced under items 44(a) above

        46(b)..........  Not Applicable

        47.............  Not Applicable

        48.............  Not Applicable

        49.............  Not Applicable

        50.............  Not Applicable

        51(a) - (j)....  Summary; Description of Principal Mutual Life
                         Insurance Company; Principal Mutual Life Insurance
                         Company Variable Life Separate Account; General
                         Provisions; Distribution of the Policy

        52(a)..........  Principal Mutual Life Insurance Company Variable Life
                         Separate Account; General Provisions (Addition,
                         Deletion, or Substitution of Investments)

        52(b)..........  Not Applicable

        52(c)..........  Captions referenced in 10(g) and 10(h) above

        52(d)..........  Not Applicable

        53(a)..........  Summary (Tax Consequences of the Policy); Federal Tax
                         Matters

        53(b)..........  Not Applicable
        54.............  Not Applicable

        55.............  Not Applicable

        56.............  Not Applicable

        57.............  Not Applicable

        58.............  Not Applicable

        59.............  Not Applicable

<PAGE>

   
                          Prospectus Dated May 1, 1996
    


   PRINCIPAL MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT FLEX
        VARIABLE LIFE - FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

     "Flex Variable Life," the flexible  premium  variable life insurance policy
(the  "Policy" or the  "Policies")  offered by Principal  Mutual Life  Insurance
Company  ("Company")  and  described in this  Prospectus  is designed to provide
lifetime insurance protection and maximum flexibility in connection with premium
payments  and  death  benefits.  A  policyowner  may,  within  limits,  vary the
frequency  and amount of premium  payments  and  increase or  decrease  the face
amount of the life insurance benefit under the Policy. This flexibility allows a
policyowner  to  provide  for  changing  life  insurance  needs  within a single
insurance policy.

   
     A schedule of premium  payments is  established  for a Policy in accordance
with  policyowner  preference.  A minimum  premium is required  during the first
twelve policy months.  At other times,  failure to pay premiums will not cause a
Policy to terminate so long as its accumulated  value, less the surrender charge
and unpaid policy loans and loan interest,  is sufficient on a Policy processing
day to allow deduction of the cost of insurance and other charges.
    

     Premium  payments,  less a 2% premium tax charge and a 5% sales  load,  are
allocated  according to  policyowner  direction to one or more  Divisions of the
Principal   Mutual  Life  Insurance   Company  Variable  Life  Separate  Account
("Separate Account"), except for premiums received during the first 45 days from
the  policy  date,  which are  allocated  for that  period  to the Money  Market
Division of the Separate  Account.  Each Division invests  exclusively in shares
representing  an  interest  in a  corresponding  mutual  fund  organized  by the
Company. The accompanying prospectus describes the investment objectives and the
attendant  risks of the mutual funds  currently  offered as  investment  choices
under the Policy:  Principal  Balanced Fund,  Inc.  Principal  Bond Fund,  Inc.,
Principal Capital Accumulation Fund, Inc., Principal Emerging Growth Fund, Inc.,
Principal High Yield Fund, Inc., and Principal Money Market Fund, Inc.

     Accumulated  value and duration of coverage  under the Policy will, and the
death benefit may, increase or decrease based upon the investment  experience of
the Divisions of the Separate  Account.  The accumulated value will also reflect
the amount and frequency of premium payments,  surrenders of accumulated  value,
policy  loans and loan  interest,  interest  earned on loaned  amounts,  and the
charges and deductions  connected  with the Policy.  The  policyowner  bears the
entire  investment  risk as to the  Policy's  accumulated  value,  which  is not
guaranteed.

     The  Policy  provides  a  death  benefit  upon  the  insured's  death.  The
policyowner chooses one of two death benefit options.  Under Option 1, the death
benefit is the greater of the face amount of the Policy or the accumulated value
on the date of death  multiplied  by an  applicable  percentage  based  upon the
insured's  attained age. Under Option 2, the death benefit is the greater of the
face  amount  of the  Policy  plus  the  accumulated  value  on the  date of the
insured's death or the Policy's  accumulated  value multiplied by the applicable
percentage. The policyowner may, under certain conditions, change from one death
benefit option to the other.

     The  policyowner  generally  may obtain policy loans at any time the Policy
has loan value prior to the Policy's  maturity  date.  In  addition,  subject to
certain restrictions, the Policy's accumulated value may be partially or totally
surrendered.  Surrender charges  consisting of a contingent  deferred sales load
and a  contingent  deferred  administration  charge  may be  imposed  upon total
surrender  of a Policy.  The amount of surrender  charge  assessed per $1,000 of
face  amount is based upon the issue age and sex  (where  allowed by law) of the
insured and the policy year at the time of surrender.

     Prospective  purchasers  of this Policy are  advised  that  replacement  of
existing insurance coverage may not be financially advantageous.  It may also be
disadvantageous  to purchase a Policy as a means to obtain additional  insurance
protection  if the  purchaser  already  owns a flexible  premium  variable  life
insurance policy.

     This  Prospectus  is valid only if  accompanied  or preceded by the current
prospectus  for  Principal  Balanced  Fund,  Inc.,  Principal  Bond Fund,  Inc.,
Principal Capital Accumulation Fund, Inc., Principal Emerging Growth Fund, Inc.,
Principal High Yield Fund, Inc., and Principal Money Market Fund, Inc.


     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY  STATE  SECURITIES  COMMISSION,  NOR  HAS  THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION  PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

     Please Read This Prospectus  Carefully And Retain It For Future  Reference.


                               TABLE OF CONTENTS

GLOSSARY OF SPECIAL TERMS .................................................... 4

SUMMARY ...................................................................... 5

     The Policy............................................................... 5

     Principal Mutual Life Insurance Company
     Variable Life Separate Account .......................................... 5

     Premiums................................................................. 5

     Charges and Deductions .................................................. 6

     Maturity Proceeds........................................................ 6

     Death Benefit and Proceeds............................................... 6

     Adjustment Options....................................................... 7

     Policy Values............................................................ 7

     Transfers................................................................ 7

     Policy Loans............................................................. 7

     Surrender, Termination and Reinstatement................................. 8

     Policy Cancellation...................................................... 9

     Distribution of the Policy............................................... 9

     Tax Consequences of the Policy........................................... 9

   
DESCRIPTION OF PRINCIPAL MUTUAL
LIFE INSURANCE COMPANY .......................................................10

PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY VARIABLE LIFE SEPARATE
ACCOUNT...................................................................... 10
    

     Principal Balanced Fund, Inc.............................................10

   
     Principal Bond Fund, Inc.................................................11
    

     Principal Capital Accumulation Fund, Inc.................................11

   
     Principal Emerging Growth Fund, Inc......................................11
    

     Principal High Yield Fund, Inc...........................................11

     Principal Money Market Fund, Inc.........................................11

   
PREMIUMS......................................................................12

     Purchase Procedures......................................................12
    

     Payment of Premiums......................................................12

   
     Premium Limitations......................................................13
    

     Allocation of Premiums...................................................13

     Policy "Free Look".......................................................13

   
     Policy Termination.......................................................14

     Reinstatement............................................................15
    

DEATH BENEFITS AND RIGHTS.....................................................15

     Death Proceeds...........................................................15

     Death Benefit............................................................15

   
     Applicable Percentage....................................................16
    

     Change in Death Benefit Option...........................................16

   
     Adjustment Options.......................................................17

POLICY VALUES.................................................................18

     Calculation of Accumulated Value.........................................18

     Units....................................................................18
    

     Unit Values..............................................................18

     Net Investment Factor....................................................18

   
     Valuations in Connection with a Policy...................................19

     Transfers................................................................19
    

     Policy Loans.............................................................19

   
     Surrender................................................................20
    

CHARGES AND DEDUCTIONS........................................................20

     Premium Expense Charge...................................................20

   
     Monthly Deduction........................................................21
    

     Mortality and Expense Risks Charge.......................................22

   
     Transaction Charge.......................................................22

     Surrender Charge.........................................................22

     Other Charges............................................................26

     Special Plans............................................................26

OTHER MATTERS.................................................................26

     Voting Rights............................................................26

     Statement of Value.......................................................27

     Service Available by Telephone...........................................27

GENERAL PROVISIONS............................................................28

     Addition, Deletion, or Substitution of
     Investments..............................................................28

     Optional Insurance Benefits..............................................28

     Death Benefit Guarantee Rider............................................28

     The Contract.............................................................29

     Incontestability.........................................................29

     Misstatements............................................................29

     Suicide..................................................................29
    

     Ownership................................................................29

   
     Beneficiaries............................................................29

     Benefit Instructions.....................................................30

     Postponement of Payments.................................................30

     Assignment...............................................................30

     Policy Proceeds..........................................................30

     Participating Policy.....................................................31

     Right to Exchange Policy.................................................31

DISTRIBUTION OF THE POLICY....................................................31

OFFICERS AND DIRECTORS OF
PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY.......................................................................32
    

STATE REGULATION OF PRINCIPAL
MUTUAL LIFE INSURANCE COMPANY.................................................33

FEDERAL TAX MATTERS...........................................................33

   
     The Status of the Company and the
     Separate  Account........................................................34

     Charges for Taxes........................................................34

     Diversification Standards................................................34

     Life Insurance Status of Policy..........................................34

     Modified Endowment Contract Status.......................................34

     Policy Surrenders and Partial Surrenders.................................35

     Policy Loans and Interest Deductions.....................................35

     Corporate Alternative Minimum Tax........................................36

     Exchange or Assignment of Policies.......................................36

     Withholding..............................................................36

     Taxation of Accelerated Death Benefits...................................36

     Other Tax Issues.........................................................36

EMPLOYEE BENEFIT PLANS........................................................36

LEGAL PROCEEDINGS.............................................................36

LEGAL OPINION.................................................................37

INDEPENDENT AUDITORS..........................................................37

REGISTRATION STATEMENT........................................................37

FINANCIAL STATEMENTS..........................................................37

     Report of Independent Auditors...........................................38

     Variable Life Separate Account
     Financial Statements.....................................................39

     Report of Independent Auditors...........................................51

     Principal Mutual Life Insurance
     Company Financial Statements.............................................52

APPENDIX - ILLUSTRATIONS OF POLICY
VALUES AND DEATH BENEFITS.....................................................73
    

     THIS  PROSPECTUS  DOES NOT  CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.  PRINCIPAL  MUTUAL LIFE  INSURANCE
COMPANY DOES NOT  AUTHORIZE ANY  INFORMATION  OR  REPRESENTATIONS  REGARDING THE
OFFERING   DESCRIBED  IN  THIS  PROSPECTUS  OTHER  THAN  AS  CONTAINED  IN  THIS
PROSPECTUS,  THE  PROSPECTUS OF PRINCIPAL  BALANCED FUND,  INC.,  PRINCIPAL BOND
FUND, INC., PRINCIPAL CAPITAL ACCUMULATION FUND, INC., PRINCIPAL EMERGING GROWTH
FUND,  INC.,  PRINCIPAL HIGH YIELD FUND,  INC., AND PRINCIPAL MONEY MARKET FUND,
INC. OR THE STATEMENTS OF ADDITIONAL INFORMATION OF THESE FUNDS.

GLOSSARY OF SPECIAL TERMS

     Attained Age - The age last birthday on the prior policy anniversary.

     Division - A part of the Principal  Mutual Life Insurance  Company Variable
Life Separate Account which is invested in shares of a single mutual fund.

     Face Amount - The minimum  death  benefit of a Policy so long as the Policy
remains in force.

     General  Account - The assets of Principal  Mutual Life  Insurance  Company
other than those allocated to any of the separate  accounts of Principal  Mutual
Life Insurance Company.

     Guideline  Annual Premium - The level annual  payment  necessary to provide
the  future  benefit  under  a  Policy,  through  maturity,  based  on the  1980
Commissioners Standard Ordinary Mortality Table, a 5% assumed interest rate, and
the fees and charges specified for a Policy.

     Internal Revenue Code - The Internal Revenue Code of 1954, as amended,  and
regulations promulgated thereunder. Reference to the Internal Revenue Code means
such Internal  Revenue Code or the  corresponding  provisions of any  subsequent
revenue code and any regulations thereunder.

     Investment  Account  -  An  account   established  under  a  Policy  for  a
policyowner  with respect to a Division of the Principal  Mutual Life  Insurance
Company Variable Life Separate Account.

     Maturity  Date  - The  policy  anniversary  following  the  insured's  95th
birthday.

   
     Monthly  Date - The day of the month which is the same as the policy  date.
For example, if the policy date is June 10, 1996, the first monthly date is July
10, 1996.
    

     Mutual Fund - Principal  Balanced Fund,  Inc.,  Principal Bond Fund,  Inc.,
Principal Capital Accumulation Fund, Inc., Principal Emerging Growth Fund, Inc.,
Principal High Yield Fund,  Inc.,  Principal  Money Market Fund,  Inc., or other
registered  open-end  investment  companies  substituted  therefor  or added for
investment by a Division of the Principal Mutual Life Insurance Company Variable
Life Separate Account.

     Policy date - The policy date is the date by which both the application and
a premium  payment in an amount at least equal to the required  minimum  initial
premium for the Policy have been received in the home office of the Company.

   
     Policy  Years  and  Anniversaries  - The  policy  years  and  anniversaries
computed from the policy date.  Example:  If the policy date is May 5, 1996, the
first policy year ends on May 4, 1997 and the first policy  anniversary falls on
May 5, 1997.
    

     Principal Mutual Life Insurance  Company Variable Life Separate Account - A
separate account  established by Principal  Mutual Life Insurance  Company under
Iowa law to receive  premiums under the Policies  offered by this Prospectus and
other  variable  life  insurance  contracts  issued  by  Principal  Mutual  Life
Insurance  Company.  It is  divided  into  a  Balanced  Division,  (invested  in
Principal  Balanced  Fund,  Inc.),  a Bond Division  (invested in Principal Bond
Fund, Inc.), a Capital Accumulation Division, formerly known as the Common Stock
Division,  (invested in Principal Capital  Accumulation Fund, Inc.), an Emerging
Growth Division (invested in Principal Emerging Growth Fund, Inc.), a High Yield
Division  (invested  in  Principal  High Yield Fund,  Inc.),  and a Money Market
Division (invested in Principal Money Market Fund, Inc.).

     Prorated  Basis - In the  same  proportion  as the  value  of a  particular
investment  account  for a Policy  bears to the  total  value of all  investment
accounts for that Policy.

     Valuation  Date - The date as of which the net asset value of a mutual fund
is determined.

     Valuation  Period - The period  between  the time as of which the net asset
value of a mutual fund is determined  on one  valuation  date and the time as of
which such value is determined on the next following valuation date.

     Written  Request - Actual  delivery  to  Principal  Mutual  Life  Insurance
Company at its home office in Des Moines,  Iowa, of a written  notice or request
on a form supplied or approved by Principal Mutual Life Insurance Company.

 SUMMARY

     THE FOLLOWING  SUMMARY  INFORMATION  SHOULD BE READ IN CONJUNCTION WITH THE
DETAILED INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS.

The Policy

   
     The Policy is designed to provide a  policyowner  with  lifetime  insurance
protection  and  flexibility  in  connection  with the amount and  frequency  of
premium  payments and the amount of life  insurance  proceeds  payable under the
Policy. A policyowner may,  subject to certain  limitations,  vary the frequency
and amount of premium  payments.  The Policy allows a policyowner  to adjust the
amount of life insurance  payable,  without having to purchase a new Policy,  by
increasing or decreasing the face amount.  Thus, as insurance needs or financial
conditions  change,  a policyowner  has the flexibility to adjust life insurance
proceeds and vary the premium payments.  The Policy is a life insurance contract
with a death  benefit,  accumulated  value,  and  other  features  traditionally
associated with whole life insurance.  It is called  "flexible  premium" because
unlike traditional  insurance  contracts,  there is no fixed schedule of premium
payments,  although a minimum premium is required during the first twelve policy
months.  Each policyowner  establishes a preferred  schedule of premium payments
(planned periodic premiums).
    

     The Policy is called "variable" because the accumulated value,  duration of
coverage  and,  under certain  circumstances,  the death benefit may increase or
decrease  depending upon the investment  experience of the Division or Divisions
of the Separate Account to which premium payments,  less a premium tax charge of
2% and a 5% sales load, have been  allocated.  Generally,  favorable  investment
experience will increase a Policy's accumulated value and unfavorable investment
experience will reduce its accumulated value. Prospective purchasers of a Policy
should be aware that there is no guarantee of accumulated value in a Policy.

Principal Mutual Life Insurance Company Variable Life Separate Account

     The  Separate  Account is a separate  account  established  by the  Company
pursuant to the  insurance  laws of the State of Iowa and is organized as a unit
investment trust under the Investment  Company Act of 1940. The Separate Account
is presently  comprised of six Divisions,  each of which invests  exclusively in
shares  representing  interests in a corresponding  Mutual Fund organized by the
Company.  (The Company may form other Divisions of the Separate Account or other
separate accounts in the future,  thereby creating additional investment choices
under a Policy.)  Each  mutual fund has a different  investment  objective.  The
Separate  Account  is  administered  and  accounted  for as part of the  general
business  of the  Company,  but the  income,  gains,  or losses of the  Separate
Account  are  credited to or charged  against  the assets  held in the  Separate
Account in  accordance  with the terms of the  Policy,  without  regard to other
income or gains or losses  arising  out of any other  business  that the Company
conducts.  The assets of the  Separate  Account  will be  available to cover the
liabilities of the Company's  general account only to the extent that the assets
of the Separate  Account exceed the liabilities of the Separate  Account arising
under the Policies.

Premiums

   
     An initial payment is required as the first premium.  This required initial
premium payment is three times the minimum monthly premium shown on the Policy's
data pages.  The minimum  monthly premium is the amount that, if paid, will keep
the Policy in force for one month,  taking  into  account  the  current  monthly
deduction and surrender charge.  Payment of a minimum premium is required during
the first twelve  policy months (the "Minimum  Required  Premium").  The Company
allows  payments  in  accordance  with the  planned  periodic  premium  schedule
established  by  the  policyowner  in  the  application  (annual,   semi-annual,
quarterly, or pre-authorized withdrawal payments of premium on a monthly basis).
However,  if the minimum monthly premium is less than $30 ($15 if the insured is
ages 0-14),  only a planned  periodic  premium  schedule  that would result in a
payment  of $30 or more ($15 or more if the  insured  is ages 0-14) will be made
available  to the  policyowner.  The  Company  also allows  unscheduled  premium
payments of $30 or more. The planned  periodic  premium  schedule  indicates the
preference  of the  policyowner  only,  and other than  payment  of the  Minimum
Required  Premium,  payment of premiums  is not  required.  (However,  the death
benefit  guarantee  premium must be paid to maintain the death benefit guarantee
rider. See "Death Benefit Guarantee  Rider," page 28.) Changes in frequency,  as
well as increases or decreases in the amount of planned periodic  premiums,  may
be made.  However,  the total of all  premiums,  planned and  otherwise,  cannot
exceed the current maximum premium limitations set forth in the Internal Revenue
Code to qualify a Policy as a life insurance  contract.  At any time there is an
outstanding policy loan, if a payment cannot be identified as a premium payment,
it will be considered a loan repayment.
    

     The initial premium payment and all other premium payments  received during
the first 45 days from the policy  date,  after  deduction  of the  premium  tax
charge of 2% and the 5% sales load,  are allocated to the Money Market  Division
of the Separate  Account.  On the 46th day from the policy date, the accumulated
value held in the Money  Market  Division is  transferred  to the  Divisions  in
accordance with the policyowner's  direction for allocation of premium payments.
Premium  payments  received  after the first 45 days  from the  policy  date are
allocated  among  the  Divisions  in  accordance  with  the  directions  in  the
application for the Policy.

Charges and Deductions

     There is a premium expense charge deducted from each premium  payment.  The
amount  remaining  after  deduction  of the premium  expense  charge is the "net
premium." The premium  expense  charge  includes a sales load of 5% to partially
compensate the Company for sales  expenses  incurred with respect to the Policy.
In  addition,  a sales load of up to a maximum of 25% of the minimum  first year
premium may be imposed as a part of a surrender  charge upon total  surrender or
termination  of a Policy for  insufficient  value.  Also included in the premium
expense  charge is a charge of 2% for  premium  taxes.  The  premium tax charge,
which cannot be changed,  is not expected to exceed the premium taxes charged to
the Company.

     There is a monthly  deduction  from the Policy's  accumulated  value in the
Divisions  equal  to the cost of  insurance,  the  cost of  additional  benefits
provided by riders  attached to the Policy and a monthly  administration  charge
which is  guaranteed  never to  exceed  $5.00 per  month.  The  current  monthly
administration charge for a Policy is $4.75 per month.

     The cost of insurance  charge is calculated on each monthly date.  The cost
of insurance rate is based on the sex (where allowed by law),  attained age, and
risk classification of the insured. Current monthly cost of insurance rates will
be determined by the Company based upon its  expectations as to future mortality
experience.  Cost of insurance  rates are  guaranteed  not to exceed the maximum
rates based upon the 1980 Smoker and Nonsmoker  Commissioners  Standard Ordinary
Mortality Tables,  age last birthday.  Where allowed by law, the table used will
be  male  or  female  according  to the sex of the  insured.  Additionally,  the
guaranteed  maximum cost of  insurance  rates will  reflect the  insured's  risk
classification.

     A mortality  and expense  risks  charge will be imposed on a daily basis on
the assets of each Division.  The current  mortality and expense risks charge is
 .0020548% on a daily basis (.75% on an annual  basis) and is  guaranteed  to not
exceed .0024658% on a daily basis (.90% on an annual basis).

     A charge  consisting of a contingent  deferred  sales load and a contingent
deferred administration charge may be imposed for total surrender of a Policy or
termination of a Policy for  insufficient  value. The amount of surrender charge
assessed  per  $1,000 of face  amount is based upon the issue age and sex (where
allowed by law) of the  insured  and the policy  year at the time of  surrender.
There is no surrender  charge  imposed upon partial  surrenders  of  accumulated
value.

     A transaction  charge of $25 is imposed on transfers of  accumulated  value
between  Divisions  exceeding four per policy year. A transaction  charge of the
lesser of $25 or two percent of the amount  surrendered  is imposed upon partial
surrenders of accumulated value.

     An  investment  advisory  fee is charged  against the assets of each mutual
fund to compensate the Fund's investment advisor. In addition,  each mutual fund
incurs other normal expenses of corporate operation.

Maturity Proceeds

   
     If the  insured  under a Policy is living on the  Policy's  maturity  date,
which is the Policy  anniversary  following  the  birthday  on which the insured
reaches  age 95, the  Company  will pay the  Policy's  maturity  proceeds to the
policyowner.  A Policy's  maturity  proceeds are the Policy's  accumulated value
less any Policy loans and unpaid loan interest on the maturity date. If maturity
proceeds are paid under a Policy, the Policy terminates with no further benefits
payable.  On the Policy's  maturity date, the Company will pay the excess of the
Policy's face amount over the maturity proceeds, provided certain conditions are
met. (See "Death Benefit Guarantee Rider," page 28.)
    

Death Benefit and Proceeds

     The death proceeds under a Policy are payable to the  beneficiary  when the
insured dies,  subject to all provisions and conditions of the Policy. The death
proceeds,  determined  as of the date of the  insured's  death,  are:  the death
benefit  described below, plus proceeds from any benefit riders on the insured's
life,  less any Policy  loans and loan  interest,  and less any overdue  monthly
deductions if the insured dies during a grace  period.  All or part of the death
proceeds may be paid in cash or applied under one or more of the benefit options
available under the Policy,  subject to certain  restrictions.  The Company pays
interest on the death  proceeds from the date of death until the date of payment
or until  applied  under a benefit  option.  Interest  is at a rate the  Company
determines, but not less than required by state law.

     There are two options  available for the death benefit under a Policy. If a
policyowner  selects Option 1, the death benefit will be equal to the greater of
the face  amount  of the  Policy or the  accumulated  value on the date of death
multiplied by an applicable  percentage  specified in the Internal Revenue Code.
If a policyowner  selects Option 2, the death benefit will be the greater of the
face amount of the Policy plus the accumulated value on the date of death or the
accumulated value on the date of death multiplied by the applicable percentage.

     A policyowner may make a written request to change the death benefit option
on or after the first  Policy  anniversary.  Any change  must be approved by the
Company  before it takes effect.  Changes in death benefit option are limited to
two per policy year.  If the request is to change from Option 1 to Option 2, the
face amount will be reduced by the amount of the accumulated value of the Policy
on the effective date of the change. A request to change from Option 1 to Option
2 will not be approved if the face  amount in effect  after the change  would be
less than $25,000.  Evidence of  insurability  satisfactory to the Company under
its underwriting  rules then in effect may be required on a change from Option 1
to Option 2. If the  request  is to change  from  Option 2 to Option 1, the face
amount will be increased by the amount of the accumulated value of the Policy on
the effective date of the change.  No evidence of insurability is required for a
change from Option 2 to Option 1. The  effective  date of any change will be the
monthly date that  coincides with or next follows the day the request for change
is approved by the Company.

Adjustment Options

     Subject to certain conditions,  the face amount of a Policy may be adjusted
upon the written request of the  policyowner.  Any written request to adjust the
face amount of a Policy must be  approved by the  Company.  No request to adjust
the face amount of a Policy will be approved if a Policy is in a grace period or
if monthly deductions are being waived under a rider. In addition, a decrease in
face amount may be requested only after the first Policy anniversary and may not
reduce the face  amount of a Policy  below  $25,000.  A  requested  face  amount
increase  must be at least  $5,000 and is subject to  evidence  of  insurability
satisfactory  to the Company under its  underwriting  rules then in effect.  Any
adjustment in face amount of a Policy will be effective on the monthly date that
coincides  with or next  follows  the date the  Company  approves  the  request,
subject  to a payment  by the  policyowner  in an  amount  not less than the new
minimum  monthly  premium for the Policy after any such increase in face amount.
The new minimum  monthly  premium will take into account the Policy's  surrender
value. There are no charges assessed in connection with adjustments of a Policy,
although an increase in face amount will result in surrender charges  applicable
to the increase.

Policy Values

     The Policy provides for accumulated  value. The Policy's  accumulated value
will  reflect  the amount and  frequency  of premium  payments,  the  investment
experience of the chosen Division or Divisions, surrenders of accumulated value,
Policy loans and loan interest,  interest earned on amounts in the loan account,
transaction charges, and other charges and deductions imposed in connection with
the  Policy  and the  Separate  Account.  A  Policy  has no  minimum  guaranteed
accumulated  value. A Policy's  "surrender  value" is its accumulated value less
the amount of the surrender  charge, if any. A Policy's "net surrender value" is
its surrender value less Policy loans and loan interest. The net surrender value
of a Policy is the amount available to a policyowner upon total surrender.

     An  investment  account is  established  for each  Division of the Separate
Account, representing the interest of the Policy for such Division. When amounts
are allocated or transferred to a Division, units are credited to the applicable
investment  account.  When amounts are deducted or transferred  from a Division,
units of the applicable  investment  account are cancelled.  The number of units
credited or cancelled is equal to the dollar amount of the  transaction  divided
by the unit value of the Division for the valuation  period when the transaction
occurs.

     The unit value of a Division is determined on each valuation date. The unit
value of each  Division was  established  at $10.00 at the time the Division was
formed.  Thereafter,  the unit  value of a  Division  on any  valuation  date is
calculated by multiplying  the unit value on the previous  valuation date by the
net  investment  factor for the current  valuation  period.  The net  investment
factor of a Division  measures the  investment  performance  of the Division and
determines changes in unit value from one valuation period to the next valuation
period.  The investment  account value for each Division of the Separate Account
is equal to the number of units in that  investment  account  multiplied by that
Division's unit value. A Policy's accumulated value is equal to the total of the
Policy's investment account values and any amounts in the Policy's loan account.

Transfers

     Transfers  of  accumulated  value  between  Divisions  may  be  made  by  a
policyowner  four times per policy year without  charge.  All transfers with the
same  effective  date  count as one  transfer.  Transfers  in excess of four per
policy year are subject to a transaction charge of $25. The Company has reserved
the right to revoke or modify transfer privileges and charges.

Policy Loans

     A policyowner may borrow against the accumulated value of the Policy at any
time the Policy has loan  value.  A Policy's  loan  value,  which is the maximum
amount that may be borrowed,  is (1) minus (2) where: (1) is 90% of the Policy's
surrender  value  and  (2) is any  outstanding  policy  loans  and  unpaid  loan
interest. A Policy's loan value is determined as of the loan date. The loan date
is the date a written request for a policy loan is processed by the Company. Any
loan must be in at least the minimum amount of $500. At the time the policy loan
is made, a portion of the Policy's accumulated value equal to the loan amount is
transferred  from the Separate  Account to the loan account  maintained  for the
Policy in the Company's general account.  Loan interest is payable at the end of
each policy  year.  All policy  loans and loan  interest  will be deducted  from
proceeds payable at the insured's death, upon maturity, or upon total surrender.

     A policyowner may choose how much of the loan amount is withdrawn from each
of the  Divisions.  If no choice is made,  the amount will be withdrawn from the
Divisions in the same proportion as the most recent monthly deduction.

     Accumulated  value  held in the loan  account  earns  interest  daily at an
effective  annual rate of six percent.  Interest earned on the loaned portion of
the accumulated value is allocated on the Policy anniversary to the Divisions in
the  proportion  currently  designated  by a policyowner  for the  allocation of
premium payments.

     Interest is charged on policy  loans at an  effective  annual rate of eight
percent during any period the loan is outstanding.  Interest  accrues on a daily
basis from the date of the loan and is compounded annually.  If loan interest is
not paid when due, it becomes loan principal. An amount equal to the unpaid loan
interest  will be  transferred  from the  Divisions  to the loan  account in the
proportion  directed  by  the  policyowner.  If no  direction  is  made  by  the
policyowner,  the  amount  will be  withdrawn  from  the  Divisions  in the same
proportion as the most recent monthly deduction.

     A Policy loan and unpaid loan interest may be repaid in whole or in part at
any time while the Policy is in force.  The  minimum  loan  repayment  amount is
$30.00 or the outstanding  loan amount,  if less. When a loan repayment is made,
accumulated  value in the loan  account  equal  to the  loan  repayment  will be
allocated  among the  Divisions  in the  proportion  currently  designated  by a
policyowner for allocation of premium payments.

Surrender, Termination and Reinstatement

     A policyowner may elect to make a total surrender of the Policy and receive
its net  surrender  value  determined  as of the date the Company  receives  the
policyowner's  written  request.  A  surrender  charge  is  imposed  upon  total
surrender  of a Policy at any time  within the first ten years  after the policy
date. In addition,  any increase in face amount is subject to a surrender charge
at any time within ten years after the effective date of the  adjustment.  After
the first policy year, the  policyowner  may request a partial  surrender of the
accumulated  value of the Policy,  but no more than two times per policy year. A
partial  surrender  must be in at least the  minimum  amount of $500 and  cannot
exceed 50% of the Policy's net surrender value at the time partial  surrender is
requested.  A  transaction  charge of the  lesser of $25 or two  percent  of the
amount of the  partial  surrender  is imposed  on each  partial  surrender.  The
Policy's  accumulated  value is reduced by the amount of any  partial  surrender
plus the transaction  charge.  If the Option 1 death benefit is in effect at the
time of a partial  surrender,  then the Policy's  face amount is also reduced by
the amount of the partial surrender plus the transaction charge.

     Failure to make a planned periodic  premium or additional  premium payments
may cause termination of a Policy. A notice of impending termination of a policy
will be sent if:

     1.  The net  surrender  value of a Policy on any monthly  date is less than
         the  monthly   deduction  and  the  death  benefit   guarantee  premium
         requirement has not been satisfied; or

   
     2.  During the 12 months following the policy date, the sum of the premiums
         paid is less than the Minimum Required Premium on a monthly date.
    

       
     The Minimum  Required  Premium on a monthly  date is equal to (1) times (2)
where:

     1.  Is the minimum monthly premium shown on the data page; and

   
     2.  Is one plus the number of  complete  months  since the  policy  date.
    

     The  notice of  impending  termination  will show the 61-day  grace  period
during  which the  Company  will accept  payment  required to keep the Policy in
force. If a grace period begins because the net surrender value is less than the
current  monthly  deduction,  the  minimum  payment is three  times the  monthly
deduction which was due and unpaid.  If a grace period begins because the sum of
the premiums paid is less than the Minimum Required Premium, the minimum payment
is the past due Minimum Required Premium, which is:

     1.  The Minimum Required Premium due on the next following monthly date;

          LESS

   
     2.  The  sum of the  premiums  paid  since  the  policy  date.
    

     If the grace  period ends before the Company  receives the past due Minimum
Required Premium, the Company will pay to the policyowner any remaining value in
the Policy, which would be the excess of (1) over (2) where:

     1.  Is the net  surrender  value on the  monthly  date at the  start of the
         grace period; and

     2.  Is the two monthly deductions applicable during the grace period.

     In the event the  61-day  grace  period  expires  without a payment  by the
policyowner at least equal to the minimum payment, the Policy will terminate.

     Once a  Policy  has  terminated  as a result  of  insufficient  value,  the
policyowner  may make a written  request  to  reinstate  the  Policy at any time
within  three  years  after the date of  termination,  so long as the insured is
alive  and it is prior to the  Policy's  maturity  date.  Satisfactory  proof of
insurability  and payment of a reinstatement  premium of at least the greater of
(1) an amount that, after deduction of premium expense charges, is sufficient to
allow at least three  monthly  deductions  or (2) the past due Minimum  Required
Premium are required for  reinstatement.  Repayment or  reinstatement  of policy
loans and loan interest which remained unpaid on the date the Policy  terminated
is also required.

Policy Cancellation

     A policyowner has the limited right to return a Policy for cancellation and
receive a refund of all premiums  paid.  The written  request for  cancellation,
along with return of the Policy, must be made within 10 days after the Policy is
received by the  policyowner,  within 10 days after written notice of this right
is  provided  to the  policyowner,  or  within  45 days  after  the  policyowner
completes the Policy application, whichever is later.

Distribution of the Policy

     The  Company may offer the Policy in states and  jurisdictions  where it is
licensed  to sell this type of  insurance  product.  The Policy  will be sold by
agents and brokers who represent the Company and are registered  representatives
of Princor  Financial  Services  Corporation,  the principal  underwriter of the
Policies,  or registered  representatives of other  broker-dealers which Princor
Financial Services Corporation selects and the Company approves.

Tax Consequences of the Policy

   
     The Policies will be treated as life insurance  contracts under  provisions
of the Internal  Revenue Code so long as certain  definitional  tests of Section
7702 of the Internal  Revenue Code are met and so long as the investments of the
Separate Account meet the diversification  requirements of Section 817(h) of the
Internal  Revenue  Code.  The  Company  has  designed  the  Policy to meet these
criteria. Thus, the death benefit under a Policy should be fully excludable from
the gross income of the beneficiary.  In addition, the policyowner should not be
taxed on any part of the  accumulated  value,  unless in the first 15 years of a
Policy a cash distribution is made as a result of a change in the benefits under
(or in other  terms of) the  Policy,  such as a partial  or total  surrender  of
accumulated  value  which  causes  a  reduction  in  the  face  amount.  Such  a
distribution  will be taxable to the extent of income in the Policy,  as limited
by the applicable  recapture ceiling as set out in Section  7702(f)(7)(C) or (D)
of the Internal  Revenue  Code.  Also,  partial  surrender may result in taxable
income to the policyowner to the extent distributions (or deemed  distributions)
exceed total investments  (generally premiums paid) in the Policy to the date of
surrender.  If, however,  the Policy is considered a modified endowment contract
under the terms of the  Technical  and  Miscellaneous  Revenue Act of 1988,  all
distributions  under the Policy would be taxed on an "income first" basis.  Most
distributions received by a policyowner directly or indirectly (including policy
loans, total or partial surrenders or the assignment or pledge of any portion of
the accumulated  value of the Policy) would be includable in gross income to the
extent  that the  accumulated  value of the  Policy  exceeds  the  policyowner's
investment  in the  contract.  (See "Tax Status of the Company and the  Separate
Account,"  page 34.)  Policyowners  are  advised to  consult  with their own tax
advisors regarding tax treatment of the Policies.
    

DESCRIPTION OF PRINCIPAL MUTUAL LIFE INSURANCE COMPANY (The "Company")

     Principal Mutual Life Insurance  Company is a mutual life insurance company
with its home office at The Principal  Financial Group, Des Moines,  Iowa 50392,
telephone number 515-247-5111.  It was originally incorporated under the laws of
the  State of Iowa in 1879 as  Bankers  Life  Association,  changed  its name to
Bankers  Life  Company in 1911 and  changed  its name to  Principal  Mutual Life
Insurance  Company in 1986. It is a member of The Principal  Financial  Group, a
diversified family of insurance and financial services corporations.

   
     Principal Mutual Life Insurance Company is authorized to do business in the
50 states of the United States,  the District of Columbia,  the  Commonwealth of
Puerto Rico, and the Canadian Provinces of Alberta, British Columbia,  Manitoba,
Ontario and Quebec. The Company offers a full range of products and services for
businesses, groups and individuals including individual insurance, pension plans
and group/employee  benefits. The Company has ranked in the upper one percent of
life  insurers  in assets  and  premium  income  and has  consistently  received
excellent  ratings from the major rating firms based upon the  Company's  claims
paying  ability.  The Company has $51.3 billion in assets under  management  and
serves more than 9.3 million individuals and their families.
    

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT

     The Separate  Account was  established  on November 2, 1987,  pursuant to a
resolution of the Executive  Committee of the Board of Directors of the Company.
Under Iowa  insurance  law and  regulation  the  income,  gains or losses of the
Separate  Account are credited to or charged  against the assets of the Separate
Account without regard to the other income,  gains or losses of the Company. The
assets of the Separate  Account,  equal to the  reserves  and other  liabilities
arising under the Policies,  are not chargeable with liabilities  arising out of
any other business conducted by the Company. In addition,  all income,  gains or
losses,  whether or not realized,  and expenses with respect to a Division shall
be credited to or charged against such Division without regard to income,  gains
or losses, or expenses of any other Division. The assets of the Separate Account
are held with relation to the Policies described in this Prospectus.  The assets
of the Separate Account may also, in the future,  be derived from other flexible
premium and scheduled premium variable life insurance contracts.  Also, although
the assets maintained in the Separate Account  attributable to the Policies will
not be charged with any liabilities  arising out of any other business conducted
by the Company,  the reverse is not true.  Hence, all obligations  arising under
Policies,  including the promise to make benefit payments, are general corporate
obligations  of  the  Company.  The  Separate  Account  is  organized  as a unit
investment trust under the Investment Company Act of 1940.

     The Company is taxed as a life  insurance  company under the Tax Reform Act
of 1984,  as amended.  The  operations  of the Separate  Account are part of the
total operations of the Company,  but are treated  separately for accounting and
financial  statement  purposes and are  considered  separately  in computing the
Company's tax liability.

     The Separate  Account is not  affected by federal  income taxes paid by the
Company with respect to its other  operations and, under existing federal income
tax law,  investment  income and  capital  gains  attributable  to the  Separate
Account are not taxed.  The Company  reserves  the right to charge the  Separate
Account  with,  and create a reserve  for, any tax  liability  which the Company
determines may result from maintenance of the Separate  Account.  To the best of
the Company's knowledge there is no current prospect of such liability.

     A  policyowner  directs  the  Company to allocate  premium  payments,  less
premium expense charges,  among the Divisions which invest exclusively in shares
of corresponding mutual funds organized by the Company.  These mutual funds also
offer their shares to separate  accounts of the Company to fund variable annuity
contracts.  See  "Eligible  Purchasers  and  Purchase  of  Shares" in the Funds'
Prospectus  for a  discussion  of the  potential  risks  associated  with "mixed
funding."  The Balanced  Division  invests only in shares of Principal  Balanced
Fund,  Inc., the Bond Division only in shares of Principal Bond Fund,  Inc., the
Capital  Accumulation  Division only in shares of Principal Capital Accumulation
Fund,  Inc., the Emerging Growth  Division only in shares of Principal  Emerging
Growth Fund,  Inc.,  the High Yield  Division  only in shares of Principal  High
Yield Fund,  Inc.,  and the Money  Market  Division  only in shares of Principal
Money Market Fund, Inc.

     Principal  Balanced  Fund,  Inc. -- The  investment  objective of Principal
Balanced Fund,  Inc. is to generate a total return  consisting of current income
and capital  appreciation while assuming  reasonable risks in furtherance of the
investment objective. The term "reasonable risks" refers to investment decisions
that in the investment  advisor's  judgment do not present a greater than normal
risk of loss in light of  current or  anticipated  future  market  and  economic
conditions,  trends in yields  and  interest  rates,  and  fiscal  and  monetary
policies.  In seeking to achieve  the  investment  objective,  this  Mutual Fund
invests  primarily  in  growth  and  income-oriented  common  stocks  (including
securities  convertible into common stocks),  corporate bonds and debentures and
short-term money market  instruments.  This Mutual Fund may also invest in other
equity  securities and debt securities issued or guaranteed by the United States
government  and its  agencies  or  instrumentalities.  This Mutual Fund seeks to
generate real (inflation  plus) growth during favorable  investment  periods and
may  emphasize  income and  capital  preservation  strategies  during  uncertain
investment periods.  The Manager will seek to minimize declines in the net asset
value  per  share.  However,  there is no  guarantee  that the  Manager  will be
successful  in  achieving  this goal.  The  portions of the Fund's  total assets
invested in equity  securities,  debt  securities  and  short-term  money market
instruments  are  not  fixed,  although  ordinarily  40% to  70%  of the  Fund's
portfolio  will be  invested  in  equity  securities  with  the  balance  of the
portfolio invested in debt securities. The investment mix will vary from time to
time  depending  upon the  judgment  of the  Manager  as to  general  market and
economic conditions,  trends in investment yields and interest rates and changes
in fiscal or monetary policies.

     Principal  Bond Fund,  Inc. -- The  investment  objective of Principal Bond
Fund,  Inc.  is to  provide  as high a level of  income  as is  consistent  with
preservation of capital and prudent  investment  risk. In seeking to achieve the
investment  objective,  this Mutual Fund will predominantly invest in marketable
fixed-income debt securities.  Investments will be made generally on a long-term
basis, but this Mutual Fund may make short-term investments from time to time as
deemed prudent by the investment  advisor.  Longer maturities  typically provide
better  yields but will  subject  this Mutual Fund to a greater  possibility  of
substantial changes in the values of its portfolio  securities as interest rates
change.  The market price of fixed-income  securities such as those purchased by
this Mutual Fund is affected by changes in interest rates generally. As interest
rates rise, the market value of  fixed-income  securities  will fall,  adversely
affecting  the net asset value of this Mutual  Fund.  The value of  fixed-income
securities  may also be  affected by changes in the credit  rating or  financial
condition of the issuer.

     Principal  Capital  Accumulation  Fund, Inc. -- The principal  objective of
Principal Capital  Accumulation Fund, Inc. is long-term capital appreciation and
growth of future  investment  income.  The assets of this  Mutual  Fund  consist
principally of a portfolio of common stocks.  The value of the investments  held
by this  Mutual  Fund  fluctuates  daily and is subject to the risks of changing
economic  conditions as well as the risks inherent in the ability of this Mutual
Fund's  management to anticipate  changes in such investments  necessary to meet
changes  in  economic  conditions.  Historically,  the  value  of a  diversified
portfolio of common stocks such as invested in by Principal Capital Accumulation
Fund,  Inc.,  held for an  extended  period of time,  has tended to rise  during
periods of inflation.  There has, however,  been no exact  correlation,  and for
some periods the values of such common  stocks have  declined  while the cost of
living was rising.

     Principal Emerging Growth Fund, Inc. -- The objective of Principal Emerging
Growth Fund, Inc. is to achieve capital  appreciation by investing  primarily in
the common stocks and securities  convertible into common stocks of emerging and
other growth-oriented companies that, in the judgment of the investment advisor,
are  responsive  to changes  within  the  marketplace  and have the  fundamental
characteristics  to support growth.  This Mutual Fund will seek to be relatively
fully invested at all times in equity securities. From time to time, this Mutual
Fund may, for  defensive  purposes  and without  limit as to the  proportion  of
assets  invested,  hold varying  proportions of cash,  United States  government
securities, nonconvertible securities and straight debt securities.

     Principal  High Yield Fund,  Inc. -- The primary  investment  objective  of
Principal  High Yield Fund,  Inc. is high current  income.  Capital  growth is a
secondary  objective when  consistent with the objective of high current income.
This Mutual Fund  invests  primarily  in high  yielding  (high  risk),  lower or
non-rated fixed-income securities,  commonly known as junk bonds, constituting a
diversified  portfolio  which the investment  advisor  believes does not involve
undue  risk to income or  principal.  The  market  value of this  Mutual  Fund's
investments  will  change in  response  to changes in  interest  rates and other
factors.  Changes  by  recognized  rating  agencies  in  their  ratings  of  any
fixed-income  security  and in the  ability  of an  issuer to make  payments  of
interest  and  principal  may also  affect the value of these  investments.  The
Fund's prospectus  provides a thorough  description of the risks associated with
junk bonds which should be read before allocating  premium  contributions to the
High Yield Division.

     Principal  Money Market Fund, Inc. -- Principal Money Market Fund, Inc. has
an investment  objective of obtaining  maximum  current  income  available  from
short-term  securities consistent with preservation of principal and maintenance
of  liquidity  by  investing  all of its assets in a portfolio  of money  market
instruments.  This  Mutual  Fund  invests in United  States  dollar  denominated
instruments  having a  maturity  of 397 days or less  that the  Fund's  Manager,
subject to the  oversight of the Fund's board of directors,  determines  present
minimal  credit  risks  and  which  at the  time of  acquisition  are  "Eligible
Securities" as that term is defined in  regulations  issued under the Investment
Company Act of 1940.  See the Fund's  prospectus  for details.  The value of the
investments held by this Mutual Fund may fluctuate, although the net asset value
per share is  normally  expected to remain at $1.  However,  its yield will vary
with changes in short-term  interest rates.  Over the last two decades there has
been a general  correlation  between  short-term  interest rates and the cost of
living,  but there has been no exact correlation and for some periods such rates
have declined while the cost of living was rising.

     Policyowners make their own decisions on the allocations to and between the
Divisions,  based upon their unique  circumstances  and  perceptions of economic
conditions.  Additional  information  concerning  these mutual funds,  including
their  investment  policies and  restrictions,  investment  management  fees and
expenses,  is given in the prospectuses  which accompany this  Prospectus.  They
should be read in conjunction with this Prospectus.

   
     The  investment   advisor  to  the  mutual  funds  is  Princor   Management
Corporation,  which is a wholly-owned  subsidiary of Princor Financial  Services
Corporation,  which is a wholly-owned  subsidiary of Principal  Financial Group,
Inc., which is a wholly-owned  subsidiary of the Company. The current investment
management  fee at an annual  rate of .50% of the  first  $100  million  of each
fund's average daily net assets and .45% of the next $100 million of each fund's
daily  average  net  assets  is  charged  monthly  against   Principal   Capital
Accumulation  Fund, Inc.,  Principal Money Market Fund, Inc., and Principal Bond
Fund,  Inc. The current  investment  management fee at an annual rate of .60% of
the average daily net asset value is charged monthly against Principal  Balanced
Fund, Inc. and Principal High Yield Fund, Inc. The current investment management
fee at an annual  rate of .65% of the  average  daily net asset value is charged
monthly against Principal Emerging Growth Fund, Inc.
    

PREMIUMS

Purchase Procedures

   
To  apply  for  a  Policy,  a  completed  application,  including  any  required
supplements,  must be  submitted  to the  Company  through  the  agent or broker
selling the Policy.  If interim  coverage is desired,  a payment in at least the
required  minimum  initial  premium  amount must be submitted with the completed
application.  The  required  minimum  initial  premium  amount  for  any  Policy
(including a Policy issued on an application  submitted  without an accompanying
payment) is three times the minimum  monthly  premium shown on the Policy's data
pages.  The minimum  monthly  premium is the amount that, if paid, will keep the
Policy in force for one month,  taking into account the Policy's current monthly
deduction and surrender  charges.  The Company will not issue policies to insure
persons over age 75. Applicants for insurance must furnish satisfactory evidence
of insurability.  Acceptance is subject to the Company's insurance  underwriting
guidelines and suitability rules and procedures.  The Company reserves the right
to reject any application or related premium if in the view of the Company,  the
Company's insurance  underwriting  guidelines and suitability and procedures are
not  satisfied.  The minimum  face amount for a Policy at issue is $25,000.  The
Company  reserves  the right to revise  its rules  from time to time to  specify
either a higher or a lower minimum face amount.
    

     If a payment in at least the required  minimum  initial  premium  amount is
submitted with the completed application, then a conditional receipt is given to
the  applicant,  reflecting  receipt of the initial  payment and  outlining  any
interim  coverage in effect until the Company either issues or declines to issue
a Policy.  Subject to variations by state based on differing state requirements,
the terms of the conditional receipt are described in this paragraph.  If all of
the  conditions  precedent  set forth in the  conditional  receipt are fulfilled
exactly,  interim coverage under the conditional receipt will take effect on the
date upon which all initial  application  requirements have been completed.  The
initial application  requirements  consist of full completion and signing of the
application  and all  necessary  supplements,  and any  medical  exams and tests
required by the Company's  published  rules.  The amount of the interim coverage
is: the lesser of $1,000,000 or the amount applied for, if the proposed  insured
is insurable on a standard or more favorable  basis;  or, the lesser of $100,000
or the amount applied for, if the proposed  insured is insurable only on a basis
less favorable than standard.  Interim  coverage  provided under the conditional
receipt ends on the earliest of: (1) 75 days after the date  coverage  commenced
under the conditional receipt, (2) the date the Company mails the proposed owner
a premium  refund and notice that the Company will not consider the  application
on a prepaid basis,  (3) the date the Company mails the proposed owner a premium
refund and a notice that no Policy will be issued on the application, or (4) the
date a Policy is presented to the proposed owner (whether or not accepted by the
proposed owner).

   
     Pending receipt of approval by the states of California and New York of the
conditional  receipt  described  above,  a different  conditional  receipt  will
continue to be used in those  states.  Under the  conditional  receipt in use in
those  states,  interim  coverage  starts  on the  later  of:  (1)  the  date of
completion  of the  application  and  supplements  thereto  or (2) the  date any
required medical exam or other medical tests are completed.  However, if all the
conditions  of the receipt  are met except any  required  medical  exam or test,
insurance is provided  under the  conditional  receipt not to exceed the maximum
amount available based on the Company's  underwriting  rules without the medical
exam or test. The amount of the interim coverage is: the lesser of $1,000,000 or
the amount  applied for, if the proposed  insured is insurable at the  Company's
Standard rate or at the rate applied for or at a better rate;  or, the lesser of
$100,000 or the amount applied for, if the proposed insured is insurable only at
a higher premium rate than the Company's  standard  premium rate and the premium
rate applied for. Interim coverage  provided under the conditional  receipt ends
on the earlier of: (1) five days after a  nonacceptance  notice is mailed by the
Company to the applicant,  (2) the day before the policy date when the Policy is
issued as applied for, (3) the date a Policy issued other than as applied for is
presented  to the  applicant  for  acceptance,  or (4) 75 days  after  the  date
coverage commenced under the conditional receipt.
    

     If the Company  determines  to issue a Policy and has received the required
minimum initial premium, the Policy will be given a policy date. The policy date
is the date by which both the  application and a premium payment in an amount at
least equal to the  required  minimum  initial  premium for the Policy have been
received in the home office of the Company.  The Company does not date  Policies
on the 29th,  30th or 31st day of any month of the year.  Policies  which  would
otherwise  be dated on these days except for this rule will be dated on the 28th
day of the month. The policy date is shown on the Policy's data pages.

Payment Of Premiums

   
     Premiums must be paid to the Company at its home office.  There is no fixed
schedule of premium  payments on a Policy,  either as to the amount or timing of
the  payments,  although a minimum  premium is required  during the first twelve
policy months (the "Minimum  Required  Premium").  A policyowner  may determine,
within specified  limits,  the planned periodic premium schedule for the Policy.
These limits will be set forth by the Company and will include a minimum initial
premium  payment.  Planned  periodic  premium  schedules may provide for annual,
semi-annual,   quarterly  or  monthly  withdrawal  payments.  A  "pre-authorized
withdrawal" allows the Company to deduct premiums,  on a monthly basis, from the
policyowner's  checking or other financial  institution account. The policyowner
is not required to pay planned  periodic  premiums.  Failure to make any premium
payment will not necessarily result in termination of a Policy provided that (1)
any Minimum Required Premium is paid and the Policy's net surrender value equals
or exceeds the monthly  deduction  on the current  monthly date or (2) the death
benefit  guarantee  rider  is  in  effect.  Likewise,  payment  of  premiums  in
accordance with the planned  periodic  premium  schedule does not guarantee that
the Policy  will stay in force if the  Policy's  net  surrender  value is not at
least equal to the current  monthly  deduction on the monthly date,  unless such
premiums meet the death benefit guarantee premium requirement.

     The Company will send premium  reminder  notices in accordance with planned
periodic  premium  schedules.  Premium  payments may also be made by unscheduled
premium  payment made to the Company at its home office or by payroll  deduction
where  allowed by law and approved by the Company.  During the fiscal year ended
December 31, 1995 the Company received premium payments totaling $7,349,359.
    

Premium Limitations

     In no event can the total of all premiums  paid exceed the current  maximum
premium limitations  required by the Internal Revenue Code in order to qualify a
Policy as a life  insurance  contract.  The premium  limitations  are imposed in
order to assure  favorable  federal  income tax  treatment of the Policy and its
death  benefit.  If at any time a premium  is paid which  would  result in total
premiums exceeding the current maximum premium limitation, the Company will only
accept that  portion of the  premium  which will make total  premiums  equal the
maximum.  Any part of the premium in excess of that amount will be returned  and
no further  premiums  will be  accepted  until  allowed by the  maximum  premium
limitations  specified in the Internal  Revenue Code. No premium  payment may be
less than $30,  except the minimum monthly premium for Policies issued to insure
persons  ages 0 to 14 may be no less than $15.  Premium  payments  less than the
minimum amount will be returned to the policyowner.

     It is possible a premium payment could increase a Policy's death benefit by
more than it increases the Policy's  accumulated  value because of the manner in
which the Policy's death benefit is calculated.  In order to qualify a Policy as
a life  insurance  contract under  provisions of the Internal  Revenue Code, the
death  benefit  must  be at  least  equal  to an  applicable  percentage  of the
accumulated  value. This percentage starts at 250% for insureds age 40 and under
and grades down to 100% for insureds age 95. For example, a hypothetical  Policy
insuring  the life of a 35-year old with an  accumulated  value of $20,000  must
have a death  benefit  in at least the amount of  $50,000  ($20,000 x 250%,  the
applicable  percentage).  Suppose a premium is paid that, after deduction of the
premium expense charge,  increases this hypothetical  Policy's accumulated value
by $1,000.  The Internal  Revenue Code test  requires that the death benefit for
the  hypothetical  Policy be at least $52,500  ($21,000 x 250%).  Hence,  if the
death  benefit  before  the  premium  were  $50,000,   the  $1,000  increase  in
accumulated  value would produce a $2,500  increase in the death benefit of this
hypothetical  Policy.  In such a situation where a premium  payment  increases a
Policy's death benefit by more than it increases the Policy's accumulated value,
the  Company  reserves  the right to refund the  premium  payment.  Evidence  of
insurability  under the Company's current  underwriting rules then in effect may
be required before acceptance of any such premium.

Allocation Of Premiums

     The initial premium payment,  less the premium expense charge, is allocated
to the Money Market Division of the Separate  Account on the later of the policy
date or the end of the  valuation  period  during  which  the first  premium  is
received.  Any  additional  premiums  received at the home office of the Company
during the first 45 days from the policy  date,  less premium  expense  charges,
will be allocated to the Money Market Division.  On the 46th day from the policy
date,  accumulated  value held in the Money  Market  Division  is  automatically
transferred  to the  Divisions of the Separate  Account in  accordance  with the
policyowner's direction for allocation of premium payments.

     Premium  payments  received  after  expiration of the initial 45-day period
described  above  are  allocated  among the  Divisions  in  accordance  with the
directions in the application for the Policy. For each Division,  the allocation
percentage  must be zero or a whole  number  not less than  ten.  The sum of the
percentages for all the Divisions must equal 100. The policyowner may change the
allocation of future premium payments among the Divisions without payment of any
fee or  penalty,  at any time,  by written  request to the  Company.  Allocation
percentages must be approved by the Company.  New allocation  percentages,  once
approved by the Company,  will be  effective as of the date written  request was
received at the home office of the Company.

Policy "Free Look"

     The policyowner  has a limited right to return the Policy for  cancellation
and receive a refund in an amount  equal to the  premiums  paid.  The request to
cancel a Policy must be in writing.  The written  request and the Policy must be
personally delivered or mailed to the home office of the Company or to the agent
or broker who sold the Policy before the later of:

     *   10 days after the Policy is received by the policyowner;

     *   10 days after a written  notice is delivered to the  policyowner  which
         tells about the cancellation right; or

     *   45 days after the policyowner completes the application.

     Any increase in face amount will carry its own free look period.  If a face
amount  increase is cancelled  pursuant to this right or if the Company does not
approve a  requested  face  amount  increase,  the  Company  will  refund to the
policyowner the portion of any premiums paid with the adjustment application and
during this free look for face amount increase period which are  attributable to
the increase,  unless directed otherwise by the policyowner.  The portion of the
premiums paid  attributable  to the face amount increase is determined by use of
the ratio  guideline  annual  premiums  for the  increase  to  guideline  annual
premiums for the Policy. The Company will also reverse the amount of any monthly
deduction attributable to the face amount increase and return it to the Policy's
accumulated  value,  unless the  policyowner  and the  Company  agree on another
method of refund.

   
     The  refunded  amount will  ordinarily  be  disbursed by the Company to the
policyowner  within seven days after the request for cancellation is received in
the Company's home office. (See "Postponement of Payments," page 30.)
    

Policy Termination

   
     An initial minimum premium payment is required to commence coverage under a
Policy. A minimum premium is required during the first twelve policy months (the
"Minimum Required Premium").  A notice of impending termination of a Policy will
be sent if,  during  the 12 months  following  the policy  date,  the sum of the
premiums paid is less than the Minimum  Required  Premium on a monthly date. The
Minimum Required Premium on a monthly date is equal to (1) times (2) where:
    
     1.  Is the minimum monthly premium shown on the data page; and

   
     2.  Is one plus the number of completed months since the policy date.

     Further, a notice of impending  termination of a Policy will be sent if the
net surrender value of the Policy is not at least equal to the monthly deduction
on the current monthly date, and the death benefit guarantee premium requirement
has not been satisfied.  (See "Death Benefit  Guarantee Rider" page 28.)
    

     The grace period begins when a notice of impending termination is mailed to
a  policyowner.  The notice will be sent to the last post office  address of the
policyowner  known to the Company.  It will show the minimum payment required to
keep the Policy in force.  The notice  will also show the 61-day  period  during
which the Company will accept the required payment.

     If the grace period  begins  because the sum of the  premiums  paid is less
than the Minimum Required  Premium,  the minimum payment is the past due Minimum
Required Premium, which is:

     1.  The Minimum Required Premium due on the next following monthly date.

         LESS

   
     2.  The sum of the premiums paid since the policy date.
    

     If the grace  period  ends  before  receipt by the  Company of the past due
Minimum Required Premium,  the Company will pay to the policyowner any remaining
value in the Policy which would be the excess of (1) over (2) where:

     1.  Is the net  surrender  value on the  monthly  date at the  start of the
         grace period; and

     2.  Is the two monthly deductions applicable during the grace period.

   
     The  refunded  amount will  ordinarily  be  disbursed by the Company to the
policyowner  within seven days after the request for cancellation is received in
the Company's home office. (See "Postponement of Payments," page 30.)
    

     If the grace period begins because the net surrender value is less than the
current  monthly  deduction,  the  minimum  payment is three  times the  monthly
deduction  which was due and unpaid.  This payment is intended to reimburse  the
Company for the monthly  deductions  during the 61-day  grace period and provide
sufficient  accumulated value to pay the monthly deduction for the first monthly
date following the grace period.  There is no guarantee the amount  requested at
the  beginning of the grace period will be sufficient to actually meet the three
monthly  deductions  as they are  processed.  Should the Policy's net  surrender
value not at least equal the monthly deduction on any monthly date, a new 61-day
grace period will commence.

     The Policy  will  continue  in force  through a grace  period;  but, if the
required  payment is not received by the Company during the 61-day  period,  the
Policy will  terminate as of the monthly date on or  immediately  preceding  the
start of the grace period. If the insured dies during a grace period, the policy
proceeds  will be reduced by the amount of the monthly  deduction or  deductions
due and  unpaid at the  insured's  death,  as well as by loans and  unpaid  loan
interest.

     A Policy will also terminate if the policyowner  makes a total surrender of
the  Policy,  the death  proceeds  under  the  Policy  are paid or the  maturity
proceeds under the Policy are paid. When a Policy terminates for any reason, all
policy privileges and rights of the policyowner under the Policy end.

Reinstatement

     A policyowner may, however, reinstate a Policy which terminated as a result
of insufficient premium payment,  subject to certain conditions. A Policy may be
reinstated  only prior to the maturity date and while the insured is alive.  The
application  for  reinstatement  must be  personally  delivered or mailed to the
Company at its home office  within  three years of a Policy's  termination.  (In
some states,  the Company is required by law to provide a longer  period of time
within which a Policy may be  reinstated.)  Satisfactory  proof of  insurability
based upon the  Company's  underwriting  rules  then in effect and  payment of a
reinstatement  premium  of at least the  greater  of (1) an amount  that,  after
deduction of premium  expense  charges,  is  sufficient  to allow at least three
monthly  deductions or (2) the past due Minimum  Required  Premium are required.
Payment of monthly deductions for the period of termination is not required.  If
a policy  loan or loan  interest  was  unpaid  at the time of  termination,  the
Company  will  require  repayment  or  reinstatement  of the  loan  and any loan
interest before permitting  reinstatement of the Policy.  Loan interest will not
be charged  for the period the  Policy  was  terminated.  Reinstatement  will be
effective on the next  monthly  date  following  the  Company's  approval of the
reinstatement  application.  The  policy  date of the  Policy  will  remain  the
original  policy  date  and  will  not be  changed  at  reinstatement,  although
surrender charges for total surrender following reinstatement will resume at the
rate  charged  at the time of the  Policy's  termination,  as  adjusted  for the
payment of past due premiums,  if any. Upon  reinstatement of a Policy,  all the
rights and privileges of the owner are restored.

DEATH BENEFITS AND RIGHTS

Death Proceeds

     As long as a Policy remains in force,  the Company will,  upon proof of the
insured's  death,  pay  the  death  proceeds  under  the  Policy  to  the  named
beneficiary in accordance with the designated  death benefit  option.  The death
proceeds,  determined  as of the date of the  insured's  death,  are:  the death
benefit  described  below,  plus  the  proceeds  from any  benefit  rider on the
insured's  life,  less any loan and loan  interest on the  Policy,  and less any
overdue  monthly  deductions if the insured died during a grace  period.  All or
part of the death  proceeds may be paid in cash or applied  under one or more of
the benefit options available under the Policy. The Company pays interest on the
death  proceeds  from the date of death  until date of payment or until  applied
under a benefit  option.  Interest  on death  proceeds  is at a rate the Company
determines, but not less than required by state law.

Death Benefit

     The Policy provides two death benefit  options:  Option 1 and Option 2. The
policyowner designates the death benefit option in the application.  Both Option
1 and Option 2 provide  insurance  protection  combined with the opportunity for
increasing  accumulated  value.  Under  Option 1, the  amount  of death  benefit
remains level (until the accumulated value exceeds certain limits). Under Option
2, the total death benefit increases as the accumulated  value increases.  Thus,
Option 1 emphasizes  the growth of  accumulated  value while Option 2 emphasizes
the total available death benefit.

        Option 1

        The death benefit is the greater of the Policy's  current face amount or
        the Policy's  accumulated  value on the date of death  multiplied by the
        applicable percentage.

        Option 2

        The death  benefit is the greater of the  Policy's  current  face amount
        plus  its  accumulated  value  on the  date  of  death  or the  Policy's
        accumulated value on that date multiplied by the applicable percentage.

Applicable Percentage

     The Policy  provides that the death benefit is at least equal to the amount
of  insurance  proceeds  required by the  Internal  Revenue  Code to qualify the
Policy as a life insurance contract.  That death benefit amount is calculated by
multiplying the Policy's accumulated value by an applicable percentage set forth
in the  Internal  Revenue  Code  based  on the  insured's  age.  The  applicable
percentages are:

                        TABLE OF APPLICABLE PERCENTAGES*

                 (For ages not shown, the applicable percentages
            shall decrease by a pro rata portion for each full year.)
            Insured's Attained Age                                %
            ----------------------                               ---
                 40 and under                                    250
                 45                                              215
                 50                                              185
                 55                                              150
                 60                                              130
                 65                                              120
                 70                                              115
                 75 through 90                                   105
                 95                                              100

*The Company has reserved the right,  where  allowed by law, to change or delete
the  applicable  percentages  as required by amendments to the Internal  Revenue
Code.

     Illustration  of Option 1. Assume that the  insured's  attained  age at the
time of death is  between  20 and 40,  that  there are no  policy  loans or loan
interest unpaid at the time of death,  and that the face amount of the Policy is
$25,000.

     Under Option 1, because the death  benefit will be equal to or greater than
250% of the  accumulated  value  under this  illustrative  Policy,  any time the
accumulated  value of the Policy exceeds $10,000,  the death benefit will exceed
the Policy's  $25,000 face amount.  Each additional  dollar added to accumulated
value above  $10,000 will increase the death  benefit by $2.50.  Similarly,  any
time  accumulated  value exceeds  $10,000,  each dollar taken out of accumulated
value will reduce the death benefit by $2.50.  If, for example,  the accumulated
value is  reduced  from  $12,000 to  $10,000  because  of  charges  or  negative
investment  performance,  the death  benefit  will be  reduced  from  $30,000 to
$25,000.  If, however,  at any time in this illustration 250% of the accumulated
value is less than $25,000 and no partial  surrenders  have been made, the death
benefit  will equal  $25,000.  A partial  surrender  causes  the face  amount to
decrease by the amount of the partial surrender and the transaction charge.

     Illustration  of Option 2. Assume that the  insured's  attained  age at the
time of death is  between  20 and 40,  that  there are no  policy  loans or loan
interest unpaid at the time of death,  and that the face amount of the Policy is
$25,000.

     Under  Option 2, a Policy with an  accumulated  value of $5,000 will have a
death benefit of $30,000  ($25,000 + $5,000);  an  accumulated  value of $15,000
will yield a death  benefit of $40,000  ($25,000 + $15,000).  The death  benefit
under  this  illustrative  Policy,  however,  must be at least  equal to 250% of
accumulated  value  (accumulated  value plus 150% of  accumulated  value).  As a
result,  if the  accumulated  value of the  Policy  exceeds  $16,667,  the death
benefit  will be greater  than the face  amount  plus  accumulated  value.  Each
additional  dollar of  accumulated  value above  $16,667 will increase the death
benefit by $2.50.  A contract on a 40-year old insured  that has an  accumulated
value of $20,000  will  provide a death  benefit of  $50,000  (250% x  $20,000).
Similarly,  any time accumulated value exceeds $16,667, each dollar taken out of
accumulated  value  reduces the death  benefit by $2.50.  If, for  example,  the
accumulated  value is  reduced  from  $20,000  to  $17,000  because  of  partial
surrenders,  charges, or negative investment performance, the death benefit will
be  reduced  from  $50,000  to  $42,500.  If,  however,  at  any  time  in  this
illustration  250%  of  the  accumulated  value  were  less  than  $25,000  plus
accumulated value, the death benefit would be $25,000 plus the accumulated value
of the Policy.

     The Company  guarantees  that, so long as the Policy remains in force,  the
death  benefit  under  either death  benefit  option will never be less than the
current face amount of the Policy.  However,  the death proceeds  payable may be
less than the death benefit in the event of policy  loans,  unpaid loan interest
or overdue monthly deductions.

Change in Death Benefit Option

     A policyowner may make a written request to change the death benefit option
on or after the first anniversary of a Policy. Only two changes in death benefit
option are allowed per policy  year.  There are no charges or fees for  changing
the death benefit option. Any written request for change in death benefit option
must be approved by the Company.  The  effective  date of any change will be the
monthly date that  coincides with or next follows the day the request for change
is approved by the Company.  A change in death benefit option will affect future
cost of insurance charges.

     If the death  benefit  option is changed from Option 1 to Option 2, the new
face amount will be the old face amount  decreased by the  Policy's  accumulated
value as determined on the effective date of the change. This change will not be
allowed if it will result in a face amount less than the minimum  face amount of
$25,000. Changing from Option 1 to Option 2 may require evidence of insurability
satisfactory  to the  Company  that the insured is  insurable  for the new death
benefit under its underwriting rules then in effect.

     If the death  benefit  option is changed from Option 2 to Option 1, the new
face amount will be the old face amount  increased by the  Policy's  accumulated
value as determined on the effective date of the change.  Changing from Option 2
to Option 1 does not require evidence of insurability.

Adjustment Options

     A policyowner  may make a written  request to increase the face amount of a
Policy at any time,  so long as the  Policy is not in a grace  period or monthly
deductions are not being waived under a rider. A policyowner  may make a written
request to  decrease  the face  amount at any time on or after the first  Policy
anniversary so long as the Policy is not in a grace period or monthly deductions
are not being waived under a rider.  Any written  request for adjustment of face
amount  must be  approved  by the  Company  and is subject  to these  additional
conditions:

   
     1.  Any  request  for an  increase  in face amount must be applied for by a
         supplemental  application,  signed by the insured, and shall be subject
         to  evidence of  insurability  satisfactory  to the  Company  under its
         insurance underwriting  guidelines and suitability rules and procedures
         then in effect.  The minimum increase in face amount is $5,000. The age
         of the insured must be 75 or less at the time of the request.
    

     2.  A request  for a  decrease  in face  amount  must be  applied  for by a
         supplemental application, signed by the insured, and may not reduce the
         face amount of the Policy below $25,000.

     3.  Any  increase  in  face  amount  will be in a risk  classification  the
         Company determines.

   
     4.  Any  adjustment  approved by the Company  will become  effective on the
         monthly date that coincides with or next follows the Company's approval
         of the request.
    

     Any  increase  in face  amount  will  carry  its own free look  period  and
exchange right,  which apply only to the increase in face amount, not the entire
Policy.  The policyowner has a limited right to cancel the face amount increase.
The request to cancel a face  amount  increase  must be in writing.  The written
request and the Policy data pages  reflecting  the increase  must be  personally
delivered  or mailed to the home office of the Company or to the agent or broker
who sold the face amount increase before the later of:

     *   10 days after Policy data pages reflecting the increase are received by
         the policyowner;

     *   10 days after a written  notice is delivered to the  policyowner  which
         tells about the cancellation of face amount increase right; or

     *   45 days after the  policyowner  completes the  application for the face
         amount increase.

   
     If a face  amount  increase is  cancelled  pursuant to this right or if the
Company  does not approve a requested  face amount  increase,  the Company  will
refund to the policyowner only that portion of premiums paid with the adjustment
application  and during the free look  period  attributable  to the face  amount
increase,  unless directed otherwise by the policyowner.  The refundable portion
of premiums  paid is determined in the same manner as described in the paragraph
below for determining the portion of the Policy's accumulated value attributable
to the face  amount  increase.  Any amount to be  refunded  will  ordinarily  be
disbursed by the Company to the policyowner  within seven days after the request
for  cancellation  of the face amount increase is received in the Company's home
office or the  request  for face  amount is  disapproved  by the  Company.  (See
"Postponement  of Payments,"  page 30.) The Company will also reverse the amount
of any monthly deduction  attributable to the face amount increase and return it
to the Policy's  accumulated  value unless the policyowner and the Company agree
on another method of refund.
    

     During the first 24 policy months  following  issuance of Policy data pages
reflecting  an  increased  face  amount,  but not while the Policy is in a grace
period,  the  policyowner  may exchange the increased  face amount for any other
form of  fixed  benefit  individual  life  insurance  policy  (other  than  term
insurance)  currently  made  available  by the Company  for this  purpose on the
insured's life. On the date of exchange,  a portion of the Policy's  accumulated
value  attributable  to the increase  will be  transferred  to the fixed benefit
policy.  The  portion of the  Policy's  accumulated  value  attributable  to the
increase in face amount is  determined  by use of the ratio of guideline  annual
premiums  for  the  increase  to  guideline  annual  premiums  for  the  Policy,
determined at the adjustment date for the face amount increase.

   
     Premium  payments  made under the Policy  after  exercise of this  exchange
right will be  credited  only to the  Policy.  A new Policy  will be issued upon
exercise of the exchange right which will require payment of its own premiums. A
portion of any policy loan and loan  interest may be required to be repaid prior
to the exchange or transferred to the new Policy.  In all other  respects,  this
exchange  right for face amount  increases is the same as that available for the
purchase of the Policy (See "Right to Exchange Policy," page 31.)
    

POLICY VALUES

Calculation of Accumulated Value

     The  Policy's  accumulated  value is equal to the  total of its  investment
account  values and any amounts in the  Policy's  loan  account.  An  investment
account is established for each Division of the Separate  Account,  representing
the  interest of the Policy for such  Division.  A Policy's  investment  account
value  for each  Division  is equal to the  number  of units in that  investment
account multiplied by the Division's unit value.

     When an  amount  is  allocated  or  transferred  to a  Division,  units are
credited to the appropriate  investment  account.  When an amount is deducted or
transferred  from a Division,  units of the appropriate  investment  account are
cancelled.  The number of units and  fractional  units  credited or cancelled is
equal to the dollar amount of the  transaction  divided by the unit value of the
Division for the valuation period when the transaction occurs. The unit value of
each Division is determined on each valuation date. The number of units credited
or cancelled  will not change because of subsequent  changes in unit value.  The
dollar value of each  Division's  units will vary  depending upon the investment
performance of the corresponding mutual fund.

Units

     On the later of the policy date or the end of the  valuation  period during
which  the first  premium  is  received,  the  number of units in an  investment
account equals:  (1) the first net premium allocated to that Division;  less (2)
the monthly  deduction  withdrawn from that Division for the first policy month;
divided by (3) the unit value for that Division on that  valuation  date. At the
end of each valuation  period  thereafter,  the number of units in an investment
account equals (1) plus (2) plus (3) less (4) less (5) less (6) where:

     (1) is units in the investment account on the previous valuation date;

     (2) is units  credited to the  investment  account when any  additional net
         premium is  allocated  to the  Division  during the  current  valuation
         period;

     (3) is units credited for transfers from another  Division or from the loan
         account during the current valuation period;

     (4) is units  cancelled  for  transfers  to another  Division,  transaction
         charges,  or  transfers  to the loan  account  to secure a policy  loan
         during the current valuation period;

     (5) is units  cancelled  for partial  surrenders  and  transaction  charges
         during the current valuation period; and

     (6) is units  cancelled  to pay the  monthly  deduction  from the  Division
         whenever a valuation period includes a monthly date.

Unit Values

     The unit  value of each  Division's  units  was  initially  established  at
$10.00.  Thereafter,  the unit  value of a  Division  on any  valuation  date is
calculated by multiplying (1) by (2) where:

     (1) is the Division's unit value on the previous valuation date; and

     (2) is the net investment factor for the current valuation period.

     The unit value of each  Division's  units on any day other than a valuation
date is the unit value as of the next valuation date.

Net Investment Factor

     The net  investment  factor  measures the  investment  performance  of each
Division  and is used to  determine  changes in unit  value  from one  valuation
period to the next valuation  period.  The net investment factor for a valuation
period is equal to:

     1.  The quotient obtained by dividing:

         a.    the net asset value of a share of the  underlying  mutual fund as
               of the end of such valuation period, plus the per share amount of
               any  dividend  or other  distribution  made by that  mutual  fund
               during such valuation period (less any amount charged against the
               Division for taxes or any amount set aside  during the  valuation
               period by the  Company to provide for taxes  attributable  to the
               operation or maintenance of that Division); by

         b.    the net asset  value of a share of that mutual fund as of the end
               of the immediately preceding valuation period;

     LESS

     2.  a current  mortality  and expense  risks charge of .0020548% on a daily
         basis  (.75% on an annual  basis)  for the number of days  within  such
         valuation period.  The mortality and expense risks charge is guaranteed
         not to exceed .0024658% on a daily basis (.90% on an annual basis).

     The amount of any taxes  charged  against a  Division  or set aside and the
amount derived from the mortality and expense risks charge will be accrued daily
and will be transferred  from the Separate Account to the general account of the
Company at the discretion of the Company.

Valuations in Connection with a Policy

     All valuations in connection with a Policy,  i.e.,  determining units to be
credited or  cancelled  with respect to  investment  accounts,  determining  net
surrender  value,  and calculation of the death benefit on the insured's  death,
will be made on the  date of the  transaction  or on the  date of the  insured's
death,  if  applicable,  if  such  date is a  valuation  date.  Otherwise,  such
determination  will be made on the next succeeding day which is a valuation date
for the Policy.

Transfers

     Accumulated value may be transferred among the Divisions.  The total amount
transferred  each time must be at least $250 unless a lesser amount  constitutes
the Policy's  entire  accumulated  value in a Division.  The effective date of a
transfer is the date the request is received at the home office of the  Company.
All transfers with the same effective date count as one transfer. Four transfers
may be made in any one year without  charge to the  policyowner.  Thereafter,  a
transaction  charge of $25 is  imposed  to cover  administrative  costs for each
transfer.  The  transaction  charge is  deducted  on a  prorated  basis from the
Divisions from which  accumulated  value is transferred,  unless the policyowner
directs the Company to deduct the transaction charge from only one Division. The
transaction  charge is deducted from the affected  Divisions before  accumulated
value held in those  Divisions  is  transferred.  If the  transfer of a Policy's
entire accumulated value in a Division is requested, the amount transferred will
be the Policy's accumulated value in the Division, less any transaction charge.

Policy Loans

     So long as a Policy  remains in effect and the  Policy  has loan  value,  a
policyowner  may  borrow  money  from the  Company  using the Policy as the only
security for the loan. A Policy's loan value,  which is the maximum  amount that
may be borrowed,  is (1) minus (2) where:  (1) is 90% of the Policy's  surrender
value and (2) is any outstanding policy loans and unpaid loan interest. The loan
value is  determined  as of the  loan  date.  The  loan  date is the date a loan
request is processed at the home office of the Company.

   
     The  minimum  amount of any policy loan is $500.  Proceeds of policy  loans
ordinarily  will be  disbursed  within  seven days from the date of receipt of a
written request at the Company's home office.  (See  "Postponement of Payments,"
page 30.)
    

     When a policy loan is made,  a portion of the  Policy's  accumulated  value
equal to the  amount of the loan is  transferred  to the loan  account  from the
Divisions  in the  proportion  requested by the  policyowner.  If no request for
allocation of the loaned amount is made by the policyowner, the loan amount will
be withdrawn  from the  Divisions in the same  proportion as was the most recent
monthly deduction.  Any loan interest that is due and unpaid will be transferred
in the same manner.  Accumulated  value in the loan account will accrue interest
daily  at an  effective  annual  rate  of six  percent.  Such  interest  will be
transferred to the Separate  Account and allocated on the policy  anniversary to
the Divisions in the proportion  currently  designated by a policyowner  for the
allocation of premium payments. A Policy's loan account is part of the Company's
general account.

     The Company charges interest on policy loans.  Interest accrues daily at an
effective  annual rate of eight percent.  Interest is due and payable at the end
of the  policy  year.  Any  interest  not  paid  when  due is  added to the loan
principal  and  bears  interest  at the rate of  eight  percent.  Adding  unpaid
interest to the loan  principal  will cause  additional  amounts to be withdrawn
from the  Divisions  in the same manner as  described  above for loans.  Amounts
withdrawn from the Divisions for unpaid loan interest will be transferred to the
loan account.

   
     Unpaid  policy loans and loan  interest  reduce the Policy's net  surrender
value and may cause it to be less than the monthly  deduction on a monthly date.
If on any monthly  date the net  surrender  value is not  sufficient  to pay the
monthly  deduction,  the 61-day grace period provision will apply.  (See "Policy
Termination," page 14.)
    

     So long as a Policy remains in force, policy loans and loan interest may be
repaid in whole or in part at any time during the  insured's  life.  The minimum
loan repayment amount is $30. If the policyowner does not designate a payment as
a premium payment or if the Company cannot identify it as a premium payment, the
Company will apply the payment received as a loan repayment.  Accumulated  value
in the loan  account  equal to the loan  repayment  will be  transferred  to the
Divisions  in the  proportion  currently  designated  by a  policyowner  for the
allocation  of premium  payments.  Any policy  loan,  whether  repaid or not, is
likely to have a permanent effect on the Policy's accumulated value. Accumulated
value held in the  Policy's  loan  account  will earn  interest at an  effective
annual  fixed rate of six  percent.  If the policy loan had not been made,  that
accumulated  value would have reflected the investment  experience of the chosen
Division or Divisions.  Any policy loans and loan interest are  subtracted  from
life insurance  proceeds  payable at the insured's  death,  from surrender value
upon total  surrender or  termination  of a Policy when a grace  period  expires
without  sufficient  premium  payment,  and from  accumulated  value  payable at
maturity.

Surrender

     A Policy has a surrender  value and a net  surrender  value.  The surrender
value of a Policy is its accumulated  value less the surrender  charge.  The net
surrender  value of a Policy  is its  surrender  value  less any  loans and loan
interest.

     So long as the Policy is in effect,  a  policyowner  may elect to surrender
the  Policy  and  receive  its net  surrender  value as of the date the  Company
receives the policyowner's  written request at its home office.  After the first
policy  anniversary  and so long as a Policy is in  effect,  a  policyowner  may
request a partial surrender of the accumulated value of the Policy,  but no more
than two times per policy  year.  The minimum  amount of a partial  surrender is
$500 and the maximum amount of any one partial  surrender is 50% of the Policy's
net  surrender  value at the time  written  request  for  partial  surrender  is
received at the Company's home office. A transaction charge of the lesser of $25
or two percent of the amount  surrendered is imposed on each partial  surrender,
which is intended to cover the  administrative  costs of processing  the partial
surrender.  There is no surrender charge assessed upon a partial surrender.  The
Policy's  accumulated  value reduces by the amount of the partial surrender plus
the amount of the transaction charge. If the Option 1 death benefit is in effect
at the time of a partial  surrender,  then the Policy's face amount also reduces
by the amount of the partial surrender and the transaction charge.

     A  policyowner  may  designate  the amount of the partial  surrender  to be
withdrawn from each of the  Divisions.  If no designation is made, the amount of
the  partial  surrender  will  be  withdrawn  from  the  Divisions  in the  same
proportion  as the most recent  monthly  deduction.  The  transaction  charge is
deducted on a prorated basis from the Divisions from which  accumulated value is
surrendered unless the policyowner directs the Company to deduct the transaction
charge from only one Division.

   
     A surrender charge is imposed upon total surrender of a Policy which occurs
at any time within the first ten years after the policy date.  In  addition,  if
total  surrender of a Policy occurs at any time within the first ten years after
the adjustment date of a face amount increase,  a surrender charge  attributable
to the face amount increase will be imposed.  (See "Surrender Charge," page 22.)
Proceeds  from  partial  or total  surrender  of a  Policy  will  ordinarily  be
disbursed within seven days from the date of receipt of a written request at the
Company's home office. (See "Postponement of Payments," page 30.)
    

CHARGES AND DEDUCTIONS

     The  Company  will make  certain  charges  and  deductions  to support  the
operation of the Policy and the Separate Account.  Some charges will be deducted
from  premium  payments as  received,  some  charges  will be deducted  from the
Policy's  accumulated value on a monthly basis, some charges will be deducted on
a daily basis from the value of the Separate Account,  and other charges will be
deducted from the Policy's accumulated value upon total surrender or termination
of a Policy. In addition,  there are fees for the administrative  costs involved
in processing certain transfers and all partial surrenders of accumulated value.

Premium Expense Charge

   
     Upon receipt of each premium payment, the Company deducts a premium expense
charge.  The premium  expense  charge  includes a 5% of premium sales load and a
premium tax charge of 2%. For the period ended  December  31, 1995,  the Company
collected  $367,468  in premium  expense  charges  and  $146,987  in premium tax
charges.  In  addition,  a sales load of up to a maximum  of 25% of the  minimum
first year  premium  may be imposed as a part of a  surrender  charge upon total
surrender  or  termination  of a Policy for  insufficient  value.  Sales  loads,
including  the sales load portion of the surrender  charge more fully  described
below,  are  intended  to  compensate  the  Company  for  distribution  expenses
including registered representatives'  commissions, the printing of prospectuses
and sales  literature,  and  advertising.  The sales loads imposed in any policy
year are not necessarily  related to actual  distribution  expenses  incurred in
that year.  Instead,  the Company  expects to incur the majority of distribution
expenses in the early years of a Policy and to recover any  deficiency  over the
life of a  Policy.  To the  extent  distribution  expenses  exceed  sales  loads
(including the sales load portion of surrender charges, if any) in any year, the
Company will pay them from its other  assets or surplus in its general  account,
which includes amounts derived from mortality and expense risks charges and from
mortality gains.
    

     The premium tax charge portion of the premium expense charge is deducted to
cover premium taxes imposed  against the Company by governmental  entities.  The
premium  tax charge,  which  cannot be  changed,  is not  expected to exceed the
premium taxes charged to the Company.

     No  reduction in the charge is made to reflect the fact that in some states
the Company may pay state  income  taxes in lieu of a portion of the premium tax
liability for that state.

Monthly Deduction

   
     On each monthly date, the Company will deduct from the accumulated value of
a Policy an amount to cover certain charges and expenses  incurred in connection
with the Policy.  The  monthly  deduction  consists of a monthly  administration
charge,  a  charge  for the cost of  insurance  and a  charge  for any  optional
benefits   added  by  rider.   During  the  period   ended   December  31,  1995
administrative and cost of insurance charges totaled $1,539,242.
    

     The current monthly  administration  charge for a Policy is $4.75 per month
and is guaranteed  never to exceed $5.00 per month. The Policy also provides for
a contingent  deferred  administration  charge which is a part of the  surrender
charge  imposed  upon total  surrender or  termination  of a Policy when a grace
period expires without  sufficient premium payment.  The monthly  administration
charge and the  deferred  administration  charge  reimburse  the Company for the
recurring  administrative  expenses  related  to the  Policy  and  the  Separate
Account.  These expenses are expenses other than sales expenses and include, for
example, the cost of processing  applications,  conducting medical examinations,
determining  insurability,  establishing  policy records,  premium reminders and
collection,  record keeping, processing death benefit claims and policy changes,
reporting,  and overhead costs.  The Company does not expect to recover from the
administration charges any amount above its accumulated expenses associated with
the Policies and the Separate Account.

     The monthly cost of insurance charge is calculated as (1) multiplied by the
result of (2) minus (3) where:

     (1) is the cost of insurance rate as described below divided by 1,000;

     (2) is the death benefit at the beginning of the policy month; and

     (3) is the accumulated value at the beginning of the policy month.

     The cost of  insurance  rate is based  on the  sex,  attained  age and risk
classification  of the insured under the Policy.  (For Policies issued in states
which require unisex pricing or in connection with employment  related insurance
and  benefit  plans,  the  cost  of  insurance  is not  based  on the sex of the
insured.) The rate will be determined by the Company based upon its expectations
as to future mortality experience, but the rate will never exceed the rate shown
in the Table of  Monthly  Guaranteed  Cost of  Insurance  Rates set forth in the
Policy.  These  guaranteed  maximum  rates  are  based  on the 1980  Smoker  and
Nonsmoker  Commissioners Standard Ordinary Mortality Tables. The table used will
be male or female  according to the sex of the insured  (where  allowed by law).
Any change in current cost of insurance  rates will apply to all  individuals of
the same age, sex and risk  classification  of the insured.  However,  different
maximum cost of insurance  rates may apply to any face amount  increases under a
Policy.

     The monthly deduction is made only from the Policy's accumulated value held
in the  Divisions  of the  Separate  Account.  No  deduction  is made  from  any
accumulated  value of the Policy held in the Company's  general  account for the
purpose of securing policy loans. The amount deducted from each Division will be
in accordance  with  policyowner  instruction on the application for the Policy.
The policyowner's choice of monthly deduction allocation percentages may be: (1)
the same as the allocation  percentages for premiums, (2) on a prorated basis or
(3) any other  method  of  allocation  agreed  upon by the  policyowner  and the
Company. For each Division,  the allocation  percentages must be zero or a whole
number not less than ten nor greater than 100. The allocation percentages chosen
by  the  policyowner  must  total  100.   Requests  for  changes  in  allocation
percentages  are  effective on the next monthly date  following  approval by the
Company. If following the policyowner's  instruction as to allocation of monthly
deductions  would  not be  possible  on any  monthly  date  due to  insufficient
accumulated  value of the Policy in an  affected  Division,  deductions  will be
allocated on a prorated basis.

Mortality and Expense Risks Charge

     The Company  will assess a charge on a daily basis  against  each  Division
equal to .75% (on an annual  basis) of the value of the  Division to  compensate
the  Company  for its  assumption  of certain  mortality  and  expense  risks in
connection  with the Policy.  Specifically,  the Company bears the risk that the
costs of death benefits under the Policies will be greater than anticipated. The
Company also assumes the risk that the actual cost  incurred by it to administer
the Policies will not be covered by charges  assessed  under the Policies.  This
charge is  guaranteed  never to exceed .90% on an annual  basis of the assets of
each  Division.  During the period ended December 31, 1995 mortality and expense
risk charges totaled $95,590.

Transaction Charge

   
     A  transaction  charge  of the  lesser  of $25  or 2% of the  amount  being
surrendered  is  imposed on each  partial  surrender  of  accumulated  value.  A
transaction charge of $25 is imposed on each transfer of accumulated value among
Divisions  exceeding four per policy year. All transfers with the same effective
date count as one transfer.
    

Surrender Charge

     During the first ten policy  years,  the  Company  will  assess a surrender
charge upon total  surrender of a Policy or termination of a Policy when a grace
period expires  without  sufficient  premium  payment.  The amount of the charge
assessed per $1,000 of face amount  depends upon the sex (where  allowed by law)
and  attained  age of the insured on the policy date and how long the Policy has
been in force,  but will not exceed 25% of the minimum  first year  premium.  In
addition,  the  Company  will  assess  a  surrender  charge  upon  surrender  or
termination of a Policy for insufficient premium payment which occurs during the
first ten policy years after the adjustment date for a face amount increase. The
amount of the  surrender  charge  assessed  per $1,000 of net  increase  in face
amount  depends  upon the sex  (where  allowed by law) and  attained  age of the
insured on the adjustment date and how long the increase has been in force. (For
Policies  issued  in states  requiring  unisex  pricing  or in  connection  with
employment  related  insurance and benefit  plans,  the surrender  charge is not
based on the sex of the insured.) Thus,  surrender of a Policy or termination of
a Policy for insufficient value within the first ten policy years and within ten
years  after  the  adjustment  date of a face  amount  increase  will  result in
assessment of a composite  surrender  charge  representing the charge imposed on
the initial face amount and the charge imposed on the face amount increase.  The
surrender  charge builds up on a monthly basis during the first policy year (and
during the first year after a face amount increase), remains level to the end of
the third  policy  year (and to the end of the third  year  after a face  amount
increase) and grades down  gradually  each year  thereafter to zero in the tenth
policy  year (and in the tenth year  after a face  amount  increase).  Surrender
charges  do not  decrease  when the face  amount  of a Policy is  decreased.  No
additional  surrender  charges  apply when the death  benefit  under a Policy is
changed from Option 2 to Option 1.

     The surrender charge is comprised of two parts: A contingent deferred sales
charge and a contingent deferred  administration charge. The contingent deferred
sales  charge  portion of the  surrender  charge is  assessed  to recover  sales
expenses  and is in  addition  to the 5% sales  charge  which is  deducted  when
premium payments are made.

     The  contingent  deferred  administration  charge  portion of the surrender
charge  is  intended  to  reimburse  the  Company  for  administrative  expenses
associated  with the Policy and the  Separate  Account and is in addition to the
monthly administration charge for a Policy. The surrender charge is a contingent
charge and will never be assessed if total  surrender of a Policy or termination
of a Policy for  insufficient  value does not occur  within the first ten policy
years or within ten years of the adjustment date for a face amount increase.


   
     During the period ended  December 31, 1995 the Company  received  surrender
charges totaling $66,485.
    
<PAGE>
<TABLE>
<CAPTION>


                FIRST YEAR CONTINGENT DEFERRED SURRENDER CHARGES
                            per $1000 of Face Amount
                                   Male Lives

 Issue            Adm.             Sales              Total              Issue             Adm.             Sales             Total
   Age           Charge            Load              Charge               Age             Charge            Load             Charge

<S>               <C>              <C>                <C>                 <C>              <C>              <C>               <C>
   0              0.43             0.89               1.32                40               2.31             1.71              4.02
   1              0.69             0.63               1.32                41               2.38             1.81              4.19
   2              0.72             0.62               1.34                42               2.47             1.91              4.38
   3              0.74             0.62               1.36                43               2.56             2.02              4.58
   4              0.77             0.62               1.39                44               2.65             2.14              4.79
   5              0.80             0.61               1.41                45               2.74             2.27              5.01
   6              0.84             0.60               1.44                46               2.86             2.39              5.25
   7              0.87             0.60               1.47                47               3.00             2.50              5.50
   8              0.91             0.60               1.51                48               3.14             2.63              5.77
   9              0.93             0.61               1.54                49               3.30             2.76              6.06

  10              0.96             0.62               1.58                50               3.46             2.90              6.36
  11              0.97             0.65               1.62                51               3.63             3.06              6.69
  12              0.97             0.69               1.66                52               3.81             3.23              7.04
  13              0.96             0.74               1.70                53               4.01             3.40              7.41
  14              0.95             0.80               1.75                54               4.22             3.58              7.80
  15              0.93             0.86               1.79                55               4.44             3.78              8.22
  16              0.92             0.91               1.83                56               4.69             3.98              8.67
  17              0.91             0.96               1.87                57               4.97             4.18              9.15
  18              0.92             1.00               1.92                58               5.26             4.40              9.66
  19              0.93             1.03               1.96                59               5.55             4.66             10.21

  20              1.02             0.99               2.01                60               5.82             4.98             10.80
  21              1.07             0.99               2.06                61               6.05             5.37             11.42
  22              1.11             1.00               2.11                62               6.27             5.83             12.10
  23              1.16             1.01               2.17                63               6.48             6.34             12.82
  24              1.22             1.01               2.23                64               6.70             6.89             13.59
  25              1.28             1.02               2.30                65               6.95             7.47             14.42
  26              1.34             1.03               2.37                66               7.24             8.07             15.31
  27              1.41             1.04               2.45                67               7.55             8.71             16.26
  28              1.47             1.06               2.53                68               7.88             9.40             17.28
  29              1.53             1.09               2.62                69               8.22            10.16             18.38

  30              1.60             1.11               2.71                70               8.59            10.98             19.57
  31              1.66             1.15               2.81                71               8.98            11.87             20.85
  32              1.73             1.19               2.92                72               9.41            12.83             22.24
  33              1.80             1.23               3.03                73               9.83            13.88             23.71
  34              1.87             1.28               3.15                74               10.23           15.06             25.29
  35              1.93             1.34               3.27                75               10.58           16.38             26.96
  36              2.01             1.40               3.41
  37              2.08             1.47               3.55
  38              2.15             1.54               3.69
  39              2.23             1.62               3.85
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                FIRST YEAR CONTINGENT DEFERRED SURRENDER CHARGES
                            per $1000 of Face Amount
                                  Female Lives

 Issue            Adm.             Sales              Total              Issue             Adm.             Sales             Total
   Age           Charge            Load              Charge               Age             Charge            Load             Charge

<S>               <C>              <C>                <C>                 <C>              <C>              <C>               <C>
   0              0.44             0.76               1.20                40               1.97             1.52              3.49
   1              0.66             0.54               1.20                41               2.03             1.60              3.63
   2              0.68             0.54               1.22                42               2.09             1.69              3.78
   3              0.70             0.54               1.24                43               2.15             1.78              3.93
   4              0.72             0.54               1.26                44               2.23             1.87              4.10
   5              0.74             0.54               1.28                45               2.30             1.98              4.28
   6              0.77             0.54               1.31                46               2.40             2.06              4.46
   7              0.79             0.54               1.33                47               2.51             2.15              4.66
   8              0.82             0.54               1.36                48               2.63             2.23              4.86
   9              0.84             0.54               1.38                49               2.74             2.34              5.08

  10              0.85             0.56               1.41                50               2.87             2.44              5.31
  11              0.88             0.57               1.45                51               3.00             2.56              5.56
  12              0.89             0.59               1.48                52               3.15             2.67              5.82
  13              0.90             0.61               1.51                53               3.32             2.78              6.10
  14              0.92             0.63               1.55                54               3.50             2.90              6.40
  15              0.93             0.66               1.59                55               3.67             3.04              6.71
  16              0.94             0.68               1.62                56               3.88             3.17              7.05
  17              0.96             0.70               1.66                57               4.10             3.30              7.40
  18              0.99             0.72               1.71                58               4.33             3.46              7.79
  19              1.01             0.74               1.75                59               4.62             3.58              8.20
  20              1.05             0.75               1.80                60               4.90             3.74              8.64
  21              1.07             0.77               1.84                61               5.16             3.97              9.13
  22              1.11             0.78               1.89                62               5.41             4.23              9.64
  23              1.15             0.80               1.95                63               5.64             4.56             10.20
  24              1.18             0.82               2.00                64               5.86             4.94             10.80
  25              1.22             0.84               2.06                65               6.11             5.32             11.43
  26              1.26             0.87               2.13                66               6.39             5.73             12.12
  27              1.30             0.90               2.20                67               6.70             6.16             12.86
  28              1.35             0.92               2.27                68               7.06             6.61             13.67
  29              1.39             0.95               2.34                69               7.47             7.07             14.54
  30              1.44             0.98               2.42                70               7.97             7.53             15.50
  31              1.49             1.01               2.50                71               8.45             8.10             16.55
  32              1.54             1.05               2.59                72               8.93             8.77             17.70
  33              1.59             1.09               2.68                73               9.44             9.50             18.94
  34              1.65             1.13               2.78                74               9.94            10.35             20.29
  35              1.71             1.17               2.88                75               10.33           11.42             21.75
  36              1.76             1.23               2.99
  37              1.81             1.30               3.11
  38              1.87             1.36               3.23
  39              1.92             1.44               3.36
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                FIRST YEAR CONTINGENT DEFERRED SURRENDER CHARGES
                            per $1000 of Face Amount
                                  Unisex Lives

  Issue           Adm.             Sales              Total              Issue             Adm.             Sales             Total
   Age           Charge            Load              Charge               Age             Charge            Load             Charge

<S>               <C>              <C>                <C>                 <C>              <C>              <C>               <C>
   0              0.43             0.87               1.30                40               2.26             1.69              3.95
   1              0.69             0.61               1.30                41               2.34             1.78              4.12
   2              0.72             0.60               1.32                42               2.42             1.88              4.30
   3              0.74             0.60               1.34                43               2.51             1.99              4.50
   4              0.77             0.60               1.37                44               2.60             2.10              4.70
   5              0.79             0.60               1.39                45               2.69             2.23              4.92
   6              0.83             0.59               1.42                46               2.80             2.35              5.15
   7              0.86             0.59               1.45                47               2.93             2.46              5.39
   8              0.90             0.59               1.49                48               3.07             2.58              5.65
   9              0.92             0.60               1.52                49               3.22             2.71              5.93

  10              0.95             0.61               1.56                50               3.38             2.84              6.22
  11              0.96             0.64               1.60                51               3.55             2.99              6.54
  12              0.97             0.67               1.64                52               3.73             3.15              6.88
  13              0.96             0.72               1.68                53               3.92             3.32              7.24
  14              0.95             0.77               1.72                54               4.12             3.50              7.62
  15              0.94             0.82               1.76                55               4.33             3.69              8.02
  16              0.93             0.87               1.80                56               4.58             3.88              8.46
  17              0.93             0.91               1.84                57               4.85             4.07              8.92
  18              0.94             0.95               1.89                58               5.14             4.28              9.42
  19              0.96             0.97               1.93                59               5.43             4.52              9.95

  20              1.04             0.94               1.98                60               5.70             4.82             10.52
  21              1.08             0.95               2.03                61               5.93             5.19             11.12
  22              1.12             0.96               2.08                62               6.16             5.62             11.78
  23              1.17             0.97               2.14                63               6.37             6.11             12.48
  24              1.22             0.98               2.20                64               6.59             6.64             13.23
  25              1.28             0.99               2.27                65               6.84             7.19             14.03
  26              1.34             1.00               2.34                66               7.13             7.77             14.90
  27              1.40             1.02               2.42                67               7.44             8.38             15.82
  28              1.46             1.04               2.50                68               7.77             9.04             16.81
  29              1.52             1.06               2.58                69               8.13             9.75             17.88

  30              1.58             1.09               2.67                70               8.51            10.53             19.04
  31              1.64             1.13               2.77                71               8.91            11.38             20.29
  32              1.71             1.17               2.88                72               9.34            12.31             21.65
  33              1.77             1.21               2.98                73               9.78            13.31             23.09
  34              1.84             1.26               3.10                74               10.20           14.44             24.64
  35              1.91             1.31               3.22                75               10.55           15.73             26.28
  36              1.98             1.38               3.36
  37              2.05             1.44               3.49
  38              2.11             1.52               3.63
  39              2.19             1.60               3.79
</TABLE>
<PAGE>
     The percentage of the first year surrender charges shown above remaining in
each policy year thereafter is:

               Policy Year                Percentage of First Year
                                        Surrender Charges Remaining
                   2                             100.0%
                   3                             100.0%
                   4                              87.5%
                   5                              75.0%
                   6                              62.5%
                   7                              50.0%
                   8                              37.5%
                   9                              25.0%
                  10                              12.5%
                  11+                             0.0%

     If the face amount of a Policy is increased, surrender charges apply to the
net increase in face amount as though a new Policy had been issued for an amount
equal to net  increase,  based on the tables set out above.  The net increase in
face amount is equal to the  increase in face amount less  earlier  decreases in
face amount not offset against an earlier  increase in face amount.  The Minimum
Required Premium following a requested face amount increase will be shown on the
Policy data pages issued to reflect the adjustment.

     Surrender charges following a Policy's  reinstatement  commence at the rate
in effect at the time of the Policy's termination.

Other Charges

     Shares of the mutual funds are purchased by the corresponding  Divisions at
the shares' net asset values. The net asset value of mutual fund shares reflects
the investment management fees and corporate operating expenses already deducted
from the assets of the mutual funds. The current investment management fee at an
annual rate of .50% of the first $100 million of each fund's  average  daily net
assets and .45% of the next $100 million of each fund's daily average net assets
is charged monthly against Principal Capital  Accumulation Fund, Inc., Principal
Money Market Fund,  Inc., and Principal Bond Fund,  Inc. The current  investment
management fee at an annual rate of .60% of the average daily net asset value is
charged monthly against  Principal  Balanced Fund, Inc. and Principal High Yield
Fund,  Inc. The current  investment  management fee at an annual rate of .65% of
the average daily net asset value is charged monthly against Principal  Emerging
Growth Fund, Inc.

     The Company reserves the right to charge the assets of each Division of the
Separate  Account to provide for any income taxes  payable by the Company on the
assets of such Divisions.

Special Plans

     Where allowed by law, the Company may reduce or eliminate  certain  charges
for Policies issued under special circumstances that result in lower expenses to
the Company.  For example,  special  circumstances  may exist in connection with
group arrangements, including employer or employee organization sponsored plans,
and with regard to Policies  issued to persons owning other  policies  issued by
the Company or its subsidiaries.  The amount of any reduction, the charges to be
reduced,  and the  criteria  for  applying a reduction  will reflect the reduced
sales  effort,  costs and  differing  mortality  experience  appropriate  to the
circumstances  giving  rise to the  reduction.  The  charges  will be reduced in
accordance  with the  Company's  practice  in effect  when the Policy is issued.
Reductions will not be unfairly discriminatory against any person, including the
purchasers to whom the reduction applies and all other owners of the Policies.

OTHER MATTERS

Voting Rights

     The Company  shall vote mutual fund shares held in the Separate  Account at
regular  and special  meetings of  shareholders  of each mutual  fund,  but will
follow voting  instructions  received from persons having the voting interest in
such mutual fund shares.

     The  policyowner  has the voting  interest under a Policy.  The policyowner
shall have one vote for each $100 of accumulated  value in the  Divisions,  with
fractional  votes  allocated for amounts less than $100.  The number of votes on
which the  policyowner  has the right to instruct  will be  determined as of the
date  coincident  with the date  established by the mutual fund for  determining
shareholders  eligible  to  vote  at the  meeting  of the  mutual  fund.  Voting
instructions will be solicited by written  communications prior to such meetings
in accordance with  procedures  established by the mutual fund. The Company will
vote other mutual fund shares held in the Separate Account,  including those for
which no instructions are received in the same proportion as it votes shares for
which it has received  instructions.  All mutual fund shares held in the general
account of the Company  will be voted in  proportion  to  instructions  that are
received with respect to participating contracts.

     If the  Company  determines  pursuant  to  applicable  law that mutual fund
shares held in the Separate  Account need not be voted pursuant to  instructions
received from persons  otherwise  having the voting  interest as provided above,
then the Company may vote mutual fund shares held in the Separate Account in its
own right.

     The Company 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  objective  of the
mutual fund, or disapprove an investment  advisory  contract of the mutual fund.
In addition,  the Company may disregard voting  instructions in favor of changes
initiated by a policyowner in the investment policy or the investment advisor of
the mutual fund if the Company reasonably  disapproves of such changes. A change
would be  disapproved  only if the  proposed  change is contrary to state law or
prohibited by state  regulatory  authorities or the Company  determines that the
change would be inconsistent  with the investment  objectives of the mutual fund
or would  result in the  purchase of  securities  for the mutual fund which vary
from the general  quality and nature of investments  and  investment  techniques
utilized by other separate  accounts created by the Company or any affiliates of
the Company  which have  similar  investment  objectives.  In the event that the
Company does  disregard  voting  instructions,  a summary of that action and the
reason for such  actions  will be  included  in the next  semi-annual  report to
policyowners.

Statement of Value

     The Company will mail an annual statement to the policyowner  after the end
of each policy year until the policy terminates. The statement will show:

     1.  the current death benefit;
     2.  the current accumulated and surrender values;
     3.  all premiums paid since the last statement;
     4.  all charges since the last statement;
     5.  any policy loans and loan interest;
     6.  any partial surrenders since the last statement;
     7.  the number of units and unit value;
     8.  the total value of each of the policyowner's investment accounts; and
     9.  any investment gain or loss since the last statement.

     Any  policyowner  may  request at any time a current  statement  of account
values, transactions and activities by telephoning 1-800-852-4450.

     The Company will also send to the policyowner  the reports  required by the
Investment Company Act of 1940.

Service Available by Telephone

     Policyowners  may  preauthorize the following  telephone  transactions:  1)
transfers between  divisions;  2) change in premium allocation  percentages;  3)
change in  monthly  deduction  percentages;  and 4) policy  loans  (Policy  loan
proceeds  will be mailed  only to the  policyowner's  address  of  record.)  The
policyowner  may  preauthorize  the  above  transactions  by  submitting  a form
provided by the Company.  Policyowners  may exercise the telephone  transactions
privilege by telephoning  1-800-852-4450.  Telephone  transfer  requests must be
received by the close of the New York Stock  Exchange on a day when the Separate
Account is open for business to be effective that day.  Requests made after that
time or on a day when the  Separate  Account  is not open for  business  will be
effective the next business day.

   
     Although  neither the Separate  Account nor the Company is responsible  for
the  authenticity of telephone  transaction  requests,  the right is reserved to
refuse to accept telephone  requests when in the opinion of the Company it seems
prudent to do so. The  policyowner  bears the risk of loss caused by  fraudulent
telephone  instructions  the Company  reasonably  believes  to be  genuine.  The
Company will employ reasonable  procedures to assure telephone  instructions are
genuine and if such  procedures are not followed,  the Company may be liable for
losses due to  unauthorized  or  fraudulent  transactions.  Such  identification
information such as the caller's name, daytime telephone number, social security
number and/or birthdate and sending a written confirmation of the transaction to
the  policyowner's  address  of  record.   Policyowners  may  obtain  additional
information and assistance by telephoning  the toll free number.The  Company may
modify or terminate telephone transfer procedures at any time.
    
       
GENERAL PROVISIONS

Addition, Deletion or Substitution of Investments

     The Company reserves the right,  subject to compliance with applicable law,
to make additions to,  deletions from, or  substitutions  for the shares held by
any Division or which any Division  may  purchase.  If shares of any mutual fund
should no longer be  available  for  investment  or if, in the  judgment  of the
Company's  management,  further  investment  in shares of any mutual fund should
become  inappropriate  in view of the  purposes of the  Policy,  the Company may
substitute shares of any other investment  company for shares already purchased,
or to be purchased in the near future under the  Policies.  No  substitution  of
securities  will take place  without  notice to  policyowners  and without prior
approval of the Securities and Exchange  Commission,  to the extent  required by
the Investment Company Act of 1940.

     The  investment  policy  of the  Separate  Account  will not be  materially
changed  unless a statement of the change is filed with and not  disapproved  by
the  Insurance  Commissioner  of the  State  of Iowa and the  Superintendent  of
Insurance of the State of New York, if required.  Whether a change in investment
policy is material will be determined in conjunction with the appropriate  state
insurance  commissioner(s).  The  policyowner  will be notified of any  material
investment policy change. The policyowner may then change allocation percentages
and  transfer  any value in an  affected  Division to another  Division  without
charge.  In the  alternative,  the  policyowner  may  exchange  the Policy for a
fixed-benefit, flexible premium life insurance policy offered by the Company for
this purpose.  The  policyowner  may exercise this exchange  privilege until the
later  of 60 days  after  (i) the  effective  date of such  change,  or (ii) the
receipt of a notice of the options available.  The face amount of the new policy
will be the death benefit of the Policy on the date of exchange.

     Each mutual fund is subject to certain  investment  restrictions  which may
not be changed  without the approval of the majority of the  outstanding  voting
securities of such fund. See the accompanying prospectuses for the mutual funds.

Optional Insurance Benefits

   
     Subject  to  certain   requirements   and   approval  by  state   insurance
departments,  one or more  supplementary  benefits  may be  added  to a  Policy,
including those providing term insurance  options,  providing  accidental  death
coverage,  waiving monthly deductions upon disability,  accelerating benefits in
the event of terminal  illness,  providing cost of living increases in benefits,
providing a death  benefit  guarantee  described  below,  providing a guaranteed
increase option and, in the case of business-owned Policies, permitting a change
of the life insured and providing enhanced policy values in the early years of a
Policy.  More  detailed  information  concerning  supplementary  benefits may be
obtained  from an  authorized  agent of the  Company.  The cost,  if any, of any
optional insurance benefits will be deducted as part of the monthly deduction.
    
       

Death Benefit Guarantee Rider

   
     The death  benefit  guarantee  rider  provides  that if the  death  benefit
guarantee  premium  requirement is satisfied the Policy will not enter its grace
period  even if the net  surrender  value is  insufficient  to cover the monthly
deduction  on a monthly  date.  This rider is  automatically  made a part of all
Policies at no premium.  The death  benefit  guarantee  premium  requirement  is
satisfied if the sum of all premiums  paid less any partial  surrenders  and any
policy loans and unpaid loan  interest  equals or exceeds the sum of the monthly
death benefit guarantee premiums  applicable to date plus the next monthly death
benefit guarantee  premium.  The death benefit guarantee premium is based on the
issue age, sex (where permitted by law), death benefit option, and risk class of
the insured.  The monthly death benefit  guarantee premium will be considered to
be zero for any month  that  deductions  are being paid by the Waiver of Monthly
Deductions  Rider. The death benefit  guarantee premium may change if the Policy
face amount is changed, the death benefit option is changed, or a rider is added
or deleted.  As a result of a change,  an additional  premium may be required on
the date of the  change  in order to  satisfy  the new death  benefit  guarantee
premium requirement.  If on any monthly date the death benefit guarantee premium
requirement  is not met,  the  policyowner  will be sent a notice of the premium
required  to  maintain  the  guarantee.  If the  premium is not  received at the
Company's  home  office  prior to the  expiration  of 61 days after the date the
notice is mailed,  the death benefit  guarantee  will no longer be in effect and
the rider will terminate. If the rider terminates, it may not be reinstated.
    

     If this rider is in force, the death benefit guarantee premium  requirement
is satisfied and the insured is alive on the policy  maturity  date, the Company
will  pay the  policyowner  the  excess,  if any,  of the face  amount  over the
maturity proceeds.

     This rider is available only in those states where it has been approved.

The Contract

     The Policy,  the application  attached to it, any adjustment  applications,
any  amendments  to the  application,  the current  data pages,  and any written
notification  showing change make up the entire contract between the Company and
the  policyowner.  Any  statements  made  in the  application  or an  adjustment
application will be considered representations and not warranties. No statement,
unless  made in an  application,  will be used  to  void a  Policy  (or  void an
adjustment in case of an adjustment application) or to defend against a claim. A
Policy may be  modified by mutual  agreement  between  the  policyowner  and the
Company.  Any  alteration  of the Policy must be in writing and signed by one of
the Company's corporate officers.  No one else,  including the agent, may change
the contract or waive any provisions.

Incontestability

     The Company  will not  contest  the  insurance  coverage  provided  under a
Policy,  except for any subsequent increase in face amount, after the Policy has
been in force  during the lifetime of the insured for a period of two years from
the policy date. This provision does not apply to claims for total disability or
to accidental  death benefits which may be provided by a rider to a Policy.  Any
face amount  increase  made under the  adjustment  options has its own  two-year
contestable period which begins on the effective date of the adjustment.

Misstatements

     If the age or sex of the  insured  has been  misstated  in an  application,
including a reinstatement  application,  the death benefit under the Policy will
be the  Policy's  accumulated  value plus the amount which would be purchased by
the most recent mortality charge at the correct age and sex.

Suicide

     A Policy  does not  cover the risk of  suicide  within  two years  from the
policy  date or two years  from the date of any  increase  in face  amount  with
respect to such increase, whether the insured is sane or insane. In the event of
suicide  within two years of the policy date,  the only liability of the Company
will be a refund of premiums paid,  without interest,  less any policy loans and
loan  interest and any partial  surrenders.  In the event of suicide  within two
years of an  increase  in face  amount,  the only  liability  of the  Company in
respect  to  that  increase  in face  amount  will be a  refund  of the  cost of
insurance for such increase.

Ownership

     The  owner of the  Policy  is as named in the  application.  The  owner may
exercise every right and enjoy every privilege  provided by the Policy,  subject
to the rights of any irrevocable  beneficiary.  All privileges and rights of the
owner  under a Policy end when the owner  surrenders  the  Policy for cash,  the
death  proceeds of the Policy are paid,  or the maturity  proceeds of the Policy
are paid.  Also, if the grace period ends without  receipt by the Company at its
home office of the payment  required to keep the Policy in force, the privileges
and  rights of the owner  terminate  as of the  monthly  date on or  immediately
preceding  the start of the grace  period.  If the owner is not the  insured and
dies  before the  insured,  the insured  becomes the owner  unless the owner has
provided  for a  successor  owner.  The owner may be changed by filing a written
request  with the  Company.  The  Company's  approval is needed and no change is
effective  until the Company  approves the written  request for change of owner.
Once  approved,  the  change is  effective  as of the date the owner  signed the
written  request.  The Company  reserves the right to require that the Policy be
sent to the Company so that the change may be recorded.

Beneficiaries

     The original  beneficiaries and contingent  beneficiaries are designated by
the policyowner on the application.  A primary and/or contingent  beneficiary or
beneficiaries  may be changed by written  request to the Company.  The Company's
approval is needed and no change is  effective  until the Company  approves  the
written  request  for  change  of  beneficiary.  Once  approved,  the  change is
effective as of the date the owner signed the written request.  If changed,  the
primary beneficiary or contingent  beneficiary is as shown in the latest written
change filed with the Company.  One or more primary or contingent  beneficiaries
may be named in the application or a later change request.

Benefit Instructions

     While the insured is alive, the owner may file instructions for the payment
of death  proceeds  under one of the  benefit  options  under the  Policy.  Such
instructions,  or a change of  instructions,  must be made by written request to
the Company.  If the owner changes the beneficiary,  that change will revoke any
prior benefit instructions.

Postponement of Payments

     Payment of any amount  upon total or partial  surrender,  policy  loan,  or
proceeds  payable at death or  maturity  and the right to  transfer  accumulated
value between Divisions may be postponed or suspended whenever: (1) the New York
Stock Exchange is closed other than customary weekend and holiday  closings,  or
trading  on the New York Stock  Exchange  is  restricted  as  determined  by the
Securities and Exchange  Commission;  (2) the Securities and Exchange Commission
by order permits  postponement  for the protection of  policyowners;  or (3) the
Securities  and  Exchange  Commission  requires  that trading be  restricted  or
declares  an  emergency,  as a result of which  disposal  of  securities  is not
reasonably  practicable or it is not reasonably practicable to determine the net
asset value of the mutual funds.

Assignment

     The Policy can be assigned as  collateral  for a loan.  The Company must be
notified in writing if the Policy has been  assigned.  Each  assignment  will be
subject  to any  payments  made or  action  taken  by the  Company  prior to its
notification of such assignment. The Company is not responsible for the validity
of an assignment.  An assignment as collateral does not change the owner but the
rights of  beneficiaries,  whenever  named,  become  subordinate to those of the
assignee.

Policy Proceeds

   
     Death  proceeds  under a Policy will  ordinarily  be paid within seven days
after the Company  receives  due proof of death.  Payments  may be  postponed in
certain  circumstances.  (See  "Postponement  of Payments," page 30.) During the
insured's  lifetime,  the  policyowner  may arrange for the death proceeds to be
paid in a lump  sum or under  one or more of the  settlement  options  described
below. These choices are also available if the Policy is surrendered or matures.
    

     When death proceeds are payable in a lump sum, the  beneficiary  may select
one or more of the settlement options.

     The following options are available:

Option A

     Special Benefit  Arrangement - A specially  designed  benefit option may be
arranged with the Company's approval.

Option B

     Proceeds  Left at  Interest - The Company  will hold the amount  applied on
deposit.  Interest payments will be made annually,  semi-annually,  quarterly or
monthly, as elected.

Option C

     Fixed  Income - The  Company  will pay an  income  of a fixed  amount or an
income for a fixed period not exceeding 30 years.

Option D

     Life Income - The Company will pay an income during a person's lifetime.  A
minimum guaranteed period may be used.

Option E

     Joint and Survivor  Life Income - The Company will pay an income during the
lifetime of two persons,  and continuing  until the death of the survivor.  This
option includes a minimum guaranteed period of 10 years.

Option F

     Joint and Two-Thirds  Survivor Life Income - The Company will pay an income
during the time two persons both remain  alive,  and  two-thirds of the original
amount during the remaining lifetime of the survivor.

     Interest  at a rate set by the  Company,  but never less than  required  by
state law, will be applied to determine the payment under Option B, and any such
interest in excess of the  guaranteed  minimum  will be added to payments  under
Option C.

Participating Policy

     The Policies  share in any  divisible  surplus of the Company.  The Company
will  determine  each  Policy's  share of the  surplus  and will  credit it as a
dividend at the end of each  contract  year.  The Company does not expect to pay
any dividends under the Policy. Dividends, if any, will be paid in cash.

Right To Exchange Policy

     During the first 24 policy months  following  issuance of a Policy,  except
during a grace  period,  the  policyowner  may exchange the Policy for any other
form of  fixed  benefit  individual  life  insurance  policy  (other  than  term
insurance)  currently  made  available  by the Company  for this  purpose on the
insured's life. At present,  the Company makes a universal life insurance policy
available for exercise of this exchange  right.  Such request must be postmarked
or  delivered  to the home office of the  Company  before the  expiration  of 24
months after the policy date. At the option of the  policyowner,  the new policy
will  provide  either the same death  benefit or the same  amount at risk as the
Policy did at the time of the exchange request. Premiums for the new policy will
be based on the same issue age, sex and risk classification of the insured under
the Policy.  An equitable  adjustment  in the new policy's  payments and cash or
accumulated  values will be made to reflect  variances,  if any, in the payments
and accumulated values under the Policy and the new policy.  Minimum benefits of
the new  policy  will be  fixed  and  guaranteed  and the new  policy  will  not
participate  in the  experience of the Separate  Account.  Policy values will be
determined  as of the date the written  request for  exchange is received at the
Company's  home office.  Evidence of  insurability  will not be required for the
exchange.  No charge will be imposed on the exercise of this exchange privilege.
Any  policy  loan and loan  interest  must be repaid  prior to the  exchange  or
transferred to the new policy. Any benefit riders included as a part of a Policy
may be exchanged,  without evidence of insurability,  for similar benefit riders
on the new policy if both these conditions are met:

     1.  The  policyowner,  in the written request for exchange,  indicates that
         the rider or riders should be a part of the new policy; and

     2.  The similar  benefit rider or riders were  available for the new policy
         on the effective  date of the benefit rider for the Policy based on the
         same issue age, sex and risk  classification  of the insured  under the
         Policy.

     The exchange  will be effective  upon proper  receipt by the Company of the
written  request,  any amount  required as an  adjustment  and  surrender of the
Policy.

   
     The policyowner may also exchange the Policy for a fixed-benefit,  flexible
premium  policy in the event of a  material  change  in  investment  policy of a
Division (see "Addition, Deletion or Substitution of Investments," page 28).

     In  addition,  the  policyowner  has the right to  exchange  a face  amount
increase for a  fixed-benefit,  flexible  premium  policy at any time during the
first 24 months following issuance of Policy data pages reflecting a face amount
increase,  but not  while  the  policy  is in a grace  period  (see  "Adjustment
Options," page 17).
    

DISTRIBUTION OF THE POLICY

   
     The Policy will be sold by  individuals  who, in addition to being licensed
and  appointed as life  insurance  agents or brokers for the  Company,  are also
registered representatives of the principal underwriter of the Policies, Princor
Financial  Services  Corporation,  or  of  other  broker-dealers  which  Princor
Financial  Services  Corporation  selects  and  the  Company  approves.  Princor
Financial  Services  Corporation is registered  with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 as a broker-dealer and is a
member of the National  Association  of Securities  Dealers,  Inc. For contracts
distributed by the principal  underwriter  commissions will range between 0% and
50% of premium received in the first year of a Policy (and between 0% and 50% of
premium received in the first year following an adjustment date), up to a target
premium  determined  by a rate per $1,000 of face amount which varies by the age
and sex of the  insured.  In  addition,  commissions  will  include  0% to 4% of
premium received in the first year of the Policy,  above the target premium. For
years  two and  later  of a  Policy,  commissions  will  range  from 0% to 2% of
premiums  received.  A service fee of 0% to 2% is paid on all premiums  received
after the first policy year. In addition,  a persistency  renewal commission may
be paid which ranges from 1.25% to 5.25% of premiums received in the first three
policy years,  depending upon the agent's or broker's total life insurance sales
for the Company.  Expense  allowances  may also be payable to agents and brokers
based upon premiums received.  Commission  amounts for contracts  distributed by
broker-dealers other than the principal underwriter will vary.

     For the period ended December 31, 1995, the Company paid Princor  Financial
Services Corporation $1,086,240 to compensate registered  representatives of the
principal underwriter.

     The  Company  has  entered  into  a  distribution  agreement  with  Princor
Financial Services  Corporation.  Princor Financial Services  Corporation is the
principal  underwriter for Princor Balanced Fund, Inc.,  Princor Blue Chip Fund,
Inc., Princor Bond Fund, Inc., Princor Capital  Accumulation Fund, Inc., Princor
Cash  Management  Fund,  Inc.,  Princor  Emerging  Growth  Fund,  Inc.,  Princor
Government Securities Income Fund, Inc., Princor Growth Fund, Inc., Princor High
Yield Fund, Inc.,  Princor Limited Term Bond Fund, Inc., Princor Tax-Exempt Cash
Management Fund, Inc.,  Princor  Tax-Exempt Bond Fund, Inc.,  Princor  Utilities
Fund,  Inc.  and  Princor  World Fund,  Inc.,  registered  investment  companies
organized  by  the  Company.   Princor  Financial  Services   Corporation  is  a
wholly-owned subsidiary of Principal Holding Company.  Principal Holding Company
is a holding company and a wholly-owned subsidiary of the Company.
    

        OFFICERS AND DIRECTORS OF PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

     Principal Mutual Life Insurance  Company is managed by a Board of Directors
which is elected by its  policyowners.  The directors and executive  officers of
the  Company,  their  positions  with the  Company,  including  Board  Committee
memberships,  and their principal  occupation during the last five years, are as
follows:

DIRECTORS:
EXECUTIVE OFFICERS (OTHER THAN DIRECTORS):

   
     J. E. ASCHENBRENNER            Senior Vice President
     R. S. CRABTREE                 Executive Vice President
     T. J. GAARD                    Senior Vice President
     M. H. GERSIE                   Senior Vice President
     T. J. GRAF                     Senior Vice President
     J. B. GRISWELL                 Executive Vice President
     R. E. KELLER                   Executive Vice President
     G. R. NARBER                   Senior Vice President and General Counsel
     C. E. ROHM                     Executive Vice President
    


<TABLE>
<CAPTION>

                                            Principal Occupation
Name, Positions and Offices                 During Last 5 Years
- ---------------------------                 -------------------
<S>                                 <C>
M. VERMEER ANDRINGA                 President and Chief Operating Officer, Vermeer Manufacturing Company.
Director
Member, Nominating Committee

R. M. DAVIS                         President and Chief Executive Officer, The Pymatuning Group, Inc.
Director
Member, Nominating Committee

D. J. DRURY                         Chairman and Chief Executive Officer, Principal Mutual Life Insurance Company since
Director                            January 1995. President  and Chief Executive Officer from 1994 - 1995; President from
Chairman of the Board               1993-1994;  Executive Vice President from 1992 - 1993;  Executive Vice President and Chair,
Executive Committee                 Chief  Actuary 1992; prior thereto, Senior Vice President and Chief Actuary.

C. D. GELATT, JR.                   President, NMT Corporation.
Director
Member, Executive and
Human Resources Committees

G. D. HURD                          Retired. Chairman and Chief Executive Officer, Principal Mutual Life Insurance Company
Director                            1989 - 1994.
Member, Executive and
Human Resources Committee

T. M. HUTCHISON                     Vice Chairman, Principal Mutual Life Insurance Company since August 1994.  Prior
Director                            thereto, Executive Vice President.

   
C. S. JOHNSON                       President and Chief Executive Officer of Pioneer Hi-Bred International, Inc. since
Director                            September, 1995. President and Chief Operating Officer March 1995-September 1995.
                                    Executive Vice President 1993-March 1995. Prior thereto Senior Vice President.
    

W. T.  KERR                         President & Chief Operating Officer since 1994 Meredith Corporation.
Director                            Executive Vice President 1991-1994. Prior thereto President, New York Times.
Member, Nominating Committee

L. LIU                              President, Chairman and Chief Executive Officer, IES Industries, Inc.
Director
Member, Executive and Human
Resources Committees

V. H. LOEWENSTEIN                   Managing Partner, Egon Zehnder International
Director
Member, Audit Committee

   
J. R. PRICE                         Managing Director, Chemical Banking Corporation.
Director
Chair, Audit Committee
    

   
B. A. RICE                          Principal, Rice & Associates since 1994. Prior thereto, Vice President-Human Resources,
Director                            Scott Paper Company.
Member, Human Resources Committee
    

J-P. C. ROSSO                       President and Chief Executive Officer, Case Corporation, since April 1994.  President,
Director                            Honeywell, Inc., 1991-1994; Prior thereto President, Honeywell Europe.
Member, Audit Committee

D. M. STEWART                       President, The College Board.
Director
Chair, Nominating Committee

E. E. TALLETT                       President and Chief Executive Officer, Transcell Technologies, Inc. since 1992. Prior
Director                            thereto, President - Pharmaceutical Division, Centocor, Inc., 1989-1992.
Member, Audit Committee

D. D. THORNTON                      Retired since 1993. Prior thereto President, Boeing Commercial Airplane Group.
Director
Chair, Human Resources Committee
       
F. W. WEITZ                         President, Chairman of the Board  and Chief Executive Officer, Essex Meadows, Inc. since
Director                            1995. Prior thereto,  President,  Chairman of the Board, and Chief Executive  Officer,  The
Member, Executive and Nominating    Weitz Corporation and its subsidiaries.
Committees
</TABLE>
STATE REGULATION OF PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

     The Company is organized under the laws of the State of Iowa and is subject
to regulation by the  Commissioner of Insurance of Iowa. An annual  statement is
filed with the Iowa  Division  of  Insurance  on or before  March 1 of each year
covering the operations and reporting on the financial  condition of the Company
as of December 31 of the preceding year. Periodically, the Commissioner examines
the assets
 and  liabilities  of the Company and the Separate  Account and  verifies  their
adequacy.  A full  examination  of the Company's  operations is conducted by the
National Association of Insurance Commissioners at least every five years.

FEDERAL TAX MATTERS
       

   
     The discussion  contained herein is general in nature, is not an exhaustive
discussion of all tax questions that might arise under the policies,  and is not
intended as tax advice.  No attempt is made to consider any applicable  state or
other  tax  laws  and  no  representation  is  made  as  to  the  likelihood  of
continuation of current  federal income tax laws and treasury  regulations or of
current interpretations of the Internal Revenue Service.

     While the  Company  reserves  the right to make  changes  in the  Policy to
assure that it  continues to qualify as life  insurance  for tax  purposes,  the
Company  cannot make any  guarantee  regarding  the future tax  treatment of any
Policy.  For complete  information  on the impact of changes with respect to the
Policy and federal and state  considerations,  a qualified tax advisor should be
consulted.

     The ultimate  effect of federal income taxes on values under the Policy and
on the  economic  benefit to the  policyowner  or  beneficiary  depends upon the
Company's  tax  status,  upon the terms of the Policy and upon the tax status of
the individual concerned.

Tax Status of the Company and the Separate Account

The Company is taxed as an insurance  Company under Subchapter L of the Internal
Revenue  Code of 1986 (the  "Code").  The  Separate  Account  is not a  separate
taxable  entity  and its  operations  are taken into  account by the  Company in
determining  its income tax liability.  All  investment  income and realized net
capital  gains on the assets of the separate  account are  reinvested  and taken
into  account in  determining  Policy  Values and are  automatically  applied to
increase the book reserves associated with the policies.  Under existing federal
income tax law,  neither the investment  income nor any net capital gains of the
Separate Account, are taxed to the Company to the extent those items are applied
to increase reserves associated with the policies.

Charges for Taxes

The  Company  imposes a federal tax charge  equal to 1.25% of premiums  received
under the Policy to  compensate  for the federal  income tax liability it incurs
under  Section 848 of the Code by reason of its  receipt of  premiums  under the
Policy.  The Company  believes that this charge is reasonable in relation to the
increased  tax burden it incurs as a result of Section  848. No other  charge is
currently  made on the Separate  Account for federal income taxes of the Company
that may be  attributable  to the Separate  Account.  Periodically,  the Company
reviews the appropriateness of charges to the Separate Account for the Company's
federal income taxes, and in the future, a charge may be made for federal income
taxes incurred by the Company that are attributable to the Separate Account.  In
addition,  depending  on the method of  calculating  interest  on Policy  Values
allocated  to the Fixed  Account,  a charge may also be imposed for the Policy's
share of the Company's federal income taxes attributable to the Fixed Account.

Under current  laws,  the Company may incur state or local taxes (in addition to
premium taxes) in several states.  At present,  these taxes are not significant.
If there is a material change in applicable state or local tax laws, the Company
reserves the right to charge the Separate Account for the portion of such taxes,
if any, attributable to the Separate Account.

Diversification Standards

In addition to other requirements  imposed by the Code, a Policy will qualify as
life insurance under the Code only if the  diversification  requirements of Code
Section 817(h) are satisfied by each Separate Account in which any of the Policy
Values  are held.  To assure  that each  Policy  continues  to  qualify  as life
insurance for federal  income tax purposes,  the Company  intends to comply with
Code Section 817(h) and the regulations thereunder.

Life Insurance Status of Policy

The Company  believes  that the Policy meets the  statutory  definition  of life
insurance  under Code Section 7702 and that the  policyowner  and beneficiary of
any Policy will receive the same federal  income tax  treatment as that accorded
to  owners  and   beneficiaries  of  fixed  benefit  life  insurance   policies.
Specifically,  the death benefit  under the Policy will be  excludable  from the
gross income of the  beneficiary  subject to the terms and conditions of Section
101(a)(1) of the Code. (Death benefits under a "modified  endowment contract" as
discussed  below are  treated in the same  manner as death  benefits  under life
insurance contracts that are not so classified.)

In addition, unless the Policy is a "modified endowment contract," in which case
the receipt of any loan under the Policy may result in  recognition of income to
the  policyowner,  the  policyowner  will not be  deemed  to be in  constructive
receipt of the Policy Values,  including  increments  thereon,  under the Policy
until  proceeds of the Policy are received upon a total or partial  surrender of
the Policy.

Modified Endowment Contract Status

A Policy will be a modified endowment contract if it satisfies the definition of
life  insurance set out in the Internal  Revenue  Code,  but it either fails the
additional  "7-pay  test" set forth in Code  Section  7702A or was  received  in
exchange for a modified endowment contract. A Policy will fail the 7-pay test if
the  accumulated  amount  paid under the  contract  at any time during the first
seven  contract  years  exceeds the total  premiums that would have been payable
under a Policy providing for guaranteed benefits upon the payment of seven level
annual premiums. A Policy received in exchange for a modified endowment contract
will be taxed  as a  modified  endowment  contract  even if it  would  otherwise
satisfy the 7-pay test.

While the 7-pay test is  generally  applied as of the time the Policy is issued,
certain changes in the contractual terms of a Policy will require a Policy to be
retested  to  determine  whether  the  change  has caused the Policy to become a
modified endowment  contract.  For example, a reduction in death benefits during
the first seven contract years will cause the Policy to be retested as if it had
originally been issued with the reduced death benefit.

In addition,  if a "material  change"  occurs at any time while the Policy is in
force,  a new  7-pay  test  period  will  start and the  Policy  will need to be
retested to determine  whether it  continues  to meet the 7-pay test.  The term"
material change" generally  includes  increases in death benefits,  but does not
include an increase in death  benefits which is  attributable  to the payment of
premiums necessary to fund the lowest level of death benefits payable during the
first  seven  contract  years,  or which is  attributable  to the  crediting  of
interest with respect to such premiums.

Because the Policy  provides  for  flexible  premium  payments,  the Company has
instituted  procedures  to  monitor  whether  increases  in  death  benefits  or
additional  premium  payments  cause either the start of a new  seven-year  test
period or the  taxation  of  distributions  and loans.  All  additional  premium
payments will be considered in these determinations.

If a Policy fails the 7-pay test, all distributions  (including loans) occurring
in the year of failure and thereafter  will be subject to the rules for modified
endowment   contracts.   A  recapture   provision  also  applies  to  loans  and
distributions that are received in anticipation of failing the 7-pay test. Under
the Code, any  distribution or loan made within two years prior to the date that
a Policy fails the 7-pay test is considered to have been made in anticipation of
the failure.

Policy Surrenders and Partial Surrenders

Upon a total  surrender of a Policy,  the  policyowner  will recognize  ordinary
income for federal  tax  purposes  to the extent  that the net  surrender  value
exceeds the  investment  in the contract (the total of all premiums paid but not
previously  recovered plus any other consideration paid for the Policy). The tax
consequences  of a partial  surrender  from a Policy will  depend  upon  whether
thepartial  surrender results in a reduction of future benefits under the Policy
and whether the Policy is a modified endowment contract.

If the Policy is not a modified endowment  contract,  the general rule is that a
partial  surrender  from a Policy is taxable  only to the extent that it exceeds
the total investment in the contract. An exception to this general rule applies,
however,  if a reduction  of future  benefits  occurs  during the first 15 years
after a Policy is issued and there is a cash  distribution  associated with that
reduction.  In such a case,  the Code  prescribes  a  formula  under  which  the
policyowner  may be taxed on all or a part of the amount  distributed.  After 15
years,  cash  distributions  from a  Policy  that  is not a  modified  endowment
contract  will not be subject to federal  income tax,  except to the extent they
exceed  the total  investment  in the  contract.  The  Company  suggests  that a
policyowner consult with a tax advisor in advance of a proposed decrease in face
amount or a partial  surrender.  In addition,  any amounts  distributed  under a
"modified  endowment  contract"  (including proceeds of any loan) are taxable to
the extent of any accumulated income in the Policy. In general, the amount which
may be  subject  to tax is the  excess of the  Policy  Value  (both  loaned  and
unloaned) over the previously unrecovered premiums paid.

Under certain circumstances,  a distribution under a modified endowment contract
(including  a loan)  may be  taxable  even  though  it  exceeds  the  amount  of
accumulated  income  in the  Policy.  This can occur  because  for  purposes  of
determining the amount of income  received upon a distribution  (or loan) from a
modified endowment  contract,  the Code requires the aggregation of all modified
endowment  contracts  issued  to the  same  policyowner  by an  insurer  and its
affiliates  within the same calendar year.  Therefore,  loans and  distributions
from any one such Policy are taxable to the extent of the income  accumulated in
all the modified endowment contracts required to be so aggregated.

If any amount is taxable as a distribution of income under a modified  endowment
contract (as a result of a total surrender,  a partial  surrender or a loan), it
may also be  subject to a 10%  penalty  tax under Code  Section  72(v).  Limited
exceptions   from  the   additional   penalty  tax  are  available  for  certain
distributions  to  individual  policyowners.  The  penalty tax will not apply to
distributions:  (i) that are made on or after the date the taxpayer  attains age
59 1/2; or (ii) that are attributable to the taxpayer's  becoming  disabled;  or
(iii) that are part of a series of substantial equal periodic payments (made not
less  frequently  than  annually)  made for the life or life  expectancy  of the
taxpayer.

Policy Loans and Interest Deductions

The Company also believes  that under  current law any loan  received  under the
Policy will be treated as a Policy debt of a  policyowner  and that,  unless the
Policy is a modified endowment contract, no part of any loan under a Policy will
constitute  income to the  policyowner.  If the Policy is a  modified  endowment
contract (see discussion above) loans will be fully taxable to the extent of the
income  in the  Policy  (and  in any  other  contracts  with  which  it  must be
aggregated) and could be subject to the additional 10 percent tax.

Code Section 264 imposes stringent limitations on the deduction of interest paid
or  accrued  on loans in  connection  with a  Policy.  In  addition,  under  the
"personal" interest  limitation  provisions of Code Section 163, no deduction is
allowed for  interest on any Policy loan if the  proceeds  are used for personal
purposes,  even if the Policy and loan otherwise meet the  requirements  of Code
Section 264. The limitations on deductibility of personal interest may not apply
to  disallow  all or part of the  interest  expense as a  deduction  if the loan
proceeds are used for "trade or business" or "investment"  purposes. The Company
suggests consultation with a tax advisor for further guidance.

Corporate Alternative Minimum Tax
    

Ownership of a Policy by a corporation may affect the policyowner's  exposure to
the corporate  alternative  maximum tax. In determining whether it is subject to
alternative  minimum tax a  corporate  policyowner  must make two  computations.
First,  the  corporation  must take into account a portion of the current year's
increase in the  built-in  gain in its  corporate-owned  policies.  Second,  the
corporation  must take into  account a portion  of the amount by which the death
benefits  received  under any Policy  exceed the sum of (i) the premiums paid on
that Policy in the year of death, and (ii) the corporation's basis in the Policy
(as  measured  for  alternative  minimum  tax  purposes)  as of  the  end of the
corporation's tax year immediately preceding the year of death.

   
Exchange or Assignment of Policies

A change of the  policyowner  or the insured or an exchange or  assignment  of a
Policy may have significant tax consequences depending on the circumstances. For
example,  an assignment or exchange of a Policy may result in taxable  income to
the transferring policyowner.  Further, Code Section 101(a) provides, subject to
certain exceptions, that where a Policy has been transferred for value, only the
portion of the death benefit which is equal to the total  consideration paid for
the Policy may be excluded  from gross  income.  For complete  information  with
respect to Policy  assignments and exchanges,  a qualified tax advisor should be
consulted.

Withholding

Under Section 3405 of the Code,  withholding is generally  required with respect
to certain  taxable  distributions  under  insurance  contracts.  In the case of
periodic  payments  (payments  made as an  annuity or on a similar  basis),  the
withholding is at graduated rates (as though the payments were employee  wages).
With respect to non-periodic distributions, the withholding is at a flat rate of
10%. A Policyholder can elect to have either  non-periodic or periodic  payments
made without  withholding  except  where the  policyowner's  tax  identification
number has not been furnished to the Company or the Internal Revenue Service has
notified  the  Company  that  the tax  identification  number  furnished  by the
policyowner is incorrect.

Taxation of Accelerated Death Benefits

The Company provides  accelerated death benefits based upon a lien method. It is
unclear  whether  benefits  paid under this rider are taxable.  For  information
regarding taxation of accelerated death benefits, a qualified tax advisor should
be consulted.

Other Tax Issues

Federal  estate  and  state  and  local  estate,  inheritance,   and  other  tax
consequences   of  ownership  or  receipt  of  Policy  proceeds  depend  on  the
circumstances of each policyowner or beneficiary.
    

EMPLOYEE BENEFIT PLANS

     Employers and employee  organizations should consider, in consultation with
counsel, the impact of Title VII of the Civil Rights Act of 1964 on the purchase
of a Policy in connection with an employment-related  insurance or benefit plan.
The United States Supreme Court held, in the 1983 decision of Arizona  Governing
Committee v. Norris,  that,  under Title VII,  optional annuity benefits under a
deferred  compensation  plan  could not vary on the basis of sex.  Policies  are
available  for use in  connection  with such  employment-related  insurance  and
benefit plans which do not vary in any respect  between male and female insureds
of a particular age and underwriting classification.

LEGAL PROCEEDINGS

     There are no legal  proceedings to which the Separate Account is a party or
to which the assets of any of the Divisions thereof are subject.  The Company is
not involved in any litigation that is of material importance in relation to its
total assets or that relate to the Separate Account.

LEGAL OPINION

     Legal matters  applicable to the issue and sale of the Policies,  including
the right of the Company to issue  Policies  under Iowa insurance law, have been
passed upon by T. M. Hutchison, Executive Vice President of the Company.

   
INDEPENDENT AUDITORS
    

     The  financial  statements  of  Principal  Mutual  Life  Insurance  Company
Variable Life Separate Account and Principal Mutual Life Insurance Company which
are included in this  registration  statement have been audited by Ernst & Young
LLP,  independent  auditors,  for the periods indicated in their reports thereon
which appear elsewhere in the registration statement.

REGISTRATION STATEMENT

     A  registration  statement  has been  filed with the  Commission  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 the  amendments  and  exhibits to the  registration
statement to all of which reference is made for further  information  concerning
the Separate  Account,  the Company and the Policy  offered  hereby.  Statements
contained  in this  Prospectus  as to the contents of the Policy and other legal
instruments  are  summaries.  For a  complete  statement  of the terms  thereof,
reference is made to such instruments as filed.

FINANCIAL STATEMENTS

     The  financial  statements  of the  Company  which  are  included  in  this
Prospectus should be considered only as bearing on the ability of the Company to
meet its obligations under the Policy.  They should not be considered as bearing
on the investment performance of the assets held in the Separate Account.

<PAGE>
   
Principal Mutual Life Insurance Company
Variable Life Separate Account


Report of Independent Auditors



Board of Directors and Participants
Principal Mutual Life Insurance Company


We have audited the  accompanying  statement  of net assets of Principal  Mutual
Life Insurance Company Variable Life Separate Account (comprising, respectively,
the Balanced, Bond, Capital Accumulation, Emerging Growth, High Yield, and Money
Market  Divisions)  as of  December  31,  1995,  and the related  statements  of
operations  and  changes in net assets for each of the three years in the period
then ended.  These financial  statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.


We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1995, by correspondence with
the transfer agent. An audit also includes  assessing the accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Principal Mutual Life Insurance
Company  Variable Life Separate Account at December 31, 1995, and the results of
its  operations and the changes in its net assets for each of the three years in
the  period  then  ended,  in  conformity  with  generally  accepted  accounting
principles.

ERNST & YOUNG LLP

Des Moines, Iowa
February 7, 1996
    
<PAGE>
   
Principal Mutual Life Insurance Company
Variable Life Separate Account

Statement of Net Assets

December 31, 1995



Assets
Investments (Note 1):
   Balanced Division:
     Principal Balanced Fund, Inc. - 200,063 shares at net
       asset value of $13.97 per share (cost - $2,557,217)          $  2,794,881
   Bond Division:
     Principal Bond Fund, Inc. - 78,645 shares at net asset
       value of $11.73 per share (cost - $878,731)                       922,511
   Capital Accumulation Division:
     Principal Capital Accumulation Fund, Inc. - 142,987 shares
       at net asset value of $27.80 per share (cost - $3,656,186)      3,975,025
   Emerging Growth Division:
     Principal Emerging Growth Fund, Inc. - 305,125 shares at
       net asset value of $25.33 per share (cost - $6,575,712)         7,728,821
   High Yield Division:
     Principal High Yield Fund, Inc. - 101,791 shares at net asset
       value of $8.39 per share (cost - $882,335)                        854,028
   Money Market Division:
     Principal Money Market Fund, Inc. - 402,869 shares at net
       asset value of $1.00 per share (cost - $402,869)                  402,869
                                                                     -----------
Net assets                                                           $16,678,135
                                                                     ===========

                                                  Unit
                                      Units      Value
                                   -----------------------
Net assets are represented by:
   Balanced Division                137,574      $20.31       $ 2,794,881
   Bond Division                     45,999       20.05           922,511
   Capital Accumulation Division    184,750       21.51         3,975,025
   Emerging Growth Division         283,791       27.23         7,728,821
   High Yield Division               48,615       17.57           854,028
   Money Market Division             27,948       14.42           402,869
                                                              -----------
Net assets                                                    $16,678,135
                                                              ===========



See accompanying notes.
    
<PAGE>
   
Principal Mutual Life Insurance Company
Variable Life Separate Account

Statements of Operations
    
<TABLE>
   
<CAPTION>
                                                                                   Combined
                                                                 ----------------------------------------------
                                                                            Year ended December 31
                                                                       1995            1994          1993
                                                                 ----------------------------------------------
Investment income
Income:
<S>                                                                  <C>              <C>           <C>
   Dividends (Note 1)                                                $   376,014      $205,850      $148,055
   Capital gains distributions                                           429,058       211,019       318,056
                                                                 ----------------------------------------------
                                                                         805,072       416,869       466,111
Expenses (Note 2):
   Mortality and expense risks                                            95,590        55,513        35,413
                                                                 ----------------------------------------------
Net investment income                                                    709,482       361,356       430,698


Realized and unrealized gains (losses) on investments (Note 4)

   Net realized gains (losses) on investments                            254,585        31,582       153,033
   Change in net unrealized appreciation/depreciation of
     investments                                                       1,956,773      (442,230)      (62,738)
                                                                 ----------------------------------------------
Net increase (decrease) in net assets resulting from operations       $2,920,840      $(49,292)     $520,993
                                                                 ==============================================
    

</TABLE>
   
<TABLE>
<CAPTION>
                                                                            Balanced Division
                                                                          Year ended December 31
                                                                 -----------------------------------------
                                                                     1995          1994          1993
                                                                 ------------------------------------------
Investment income 
Income:
<S>                                                                <C>           <C>           <C>
   Dividends (Note 1)                                              $  85,937     $  53,356     $  45,460
   Capital gains distributions                                        72,211        25,558        76,753
                                                                 ------------------------------------------
                                                                     158,148        78,914       122,213
Expenses (Note 2):
   Mortality and expense risks                                        17,258        12,058         9,014
                                                                 ------------------------------------------
Net investment income                                                140,890        66,856       113,199

Realized and unrealized gains (losses) on investments (Note 4)

   Net realized gains (losses) on investments                         28,104         6,900        21,878
   Change in net unrealized appreciation/depreciation of
     investments                                                     316,677      (120,904)      (16,979)
                                                                 ------------------------------------------
Net increase (decrease) in net assets resulting from operations     $485,671      $ 47,148)     $118,098
                                                                 ==========================================
    
</TABLE>
   
<PAGE>
<TABLE>
<CAPTION>
                                                                             Bond Division
                                                                        Year ended December 31
                                                                 --------------------------------------
                                                                    1995          1994         1993
Investment income                                                --------------------------------------
Income:
<S>                                                               <C>            <C>           <C>
   Dividends (Note 1)                                             $  47,997      $ 33,025      $28,730
   Capital gains distributions                                            -             -            -
                                                                 --------------------------------------
                                                                     47,997        33,025       28,730
Expenses (Note 2):
   Mortality and expense risks                                        5,384         3,207        3,166
                                                                 --------------------------------------
Net investment income                                                42,613        29,818       25,564

Realized and unrealized gains (losses) on investments (Note 4)

   Net realized gains (losses) on investments                         4,064        (2,792)      13,739
   Change in net unrealized appreciation/depreciation of
     investments                                                     85,230       (40,136)         304
                                                                 --------------------------------------
Net increase (decrease) in net assets resulting from operations    $131,907      $(13,110)     $39,607
                                                                 ======================================
    

</TABLE>
   
<TABLE>
<CAPTION>
                                                                      Capital Accumulation Division
                                                                          Year ended December 31
                                                                ------------------------------------------
                                                                     1995          1994         1993
                                                                ------------------------------------------
Investment income
Income:
<S>                                                                <C>           <C>          <C>
   Dividends (Note 1)                                              $  79,394     $  56,729    $  37,967
   Capital gains distributions                                       293,683        54,291      110,884
                                                                ------------------------------------------
                                                                     373,077       111,020      148,851
Expenses (Note 2):
   Mortality and expense risks                                        22,976        14,428       10,069
                                                                ------------------------------------------
Net investment income                                                350,101        96,592      138,782

Realized and unrealized gains (losses) on investments (Note 4)

   Net realized gains (losses) on investments                         49,320       (13,565)      15,162
   Change in net unrealized appreciation/depreciation of
     investments                                                     433,439       (87,735)     (62,178)
                                                                ------------------------------------------
Net increase (decrease) in net assets resulting from operations     $832,860     $  (4,708)   $  91,766
                                                                ==========================================
    

</TABLE>
   
<PAGE>
<TABLE>
<CAPTION>
                                                                           Emerging Growth Division
                                                                            Year ended December 31
                                                                 ---------------------------------------------
                                                                       1995            1994          1993
                                                                 ---------------------------------------------
Investment income
Income:
<S>                                                                 <C>              <C>           <C>
   Dividends (Note 1)                                               $     65,593     $  26,319     $  14,369
   Capital gains distributions                                            63,164       131,170       130,419
                                                                 ---------------------------------------------
                                                                         128,757       157,489       144,788
Expenses (Note 2):
   Mortality and expense risks                                            43,103        21,185        10,184
                                                                 ---------------------------------------------
Net investment income                                                     85,654       136,304       134,604

Realized and unrealized gains (losses) on investments (Note 4)
   Net realized gains (losses) on investments                            172,414        42,332        98,424
   Change in net unrealized appreciation/depreciation of
     investments                                                       1,127,081      (174,867)       18,087
                                                                 ---------------------------------------------
Net increase in net assets resulting from operations                  $1,385,149    $    3,769      $251,115
                                                                 =============================================
</TABLE>
<TABLE>
<CAPTION>
                                                                                  High Yield Division
                                                                                 Year ended December 31
                                                                 -----------------------------------------------------
                                                                        1995              1994              1993
                                                                 -----------------------------------------------------
Investment income
Income:
<S>                                                                    <C>               <C>               <C>
   Dividends (Note 1)                                                  $72,460           $21,527           $15,343
   Capital gains distributions                                               -                 -                 -
                                                                 -----------------------------------------------------
                                                                        72,460`           21,527            15,343
Expenses (Note 2):
   Mortality and expense risks                                           3,702             1,585             1,251
                                                                 -----------------------------------------------------
Net investment income                                                   68,758            19,942            14,092

Realized and unrealized gains (losses) on investments (Note 4)
   Net realized gains (losses) on investments                              683            (1,293)            3,830
   Change in net unrealized appreciation/depreciation of
     investments                                                        (5,654)          (18,588)           (1,972)
                                                                 -----------------------------------------------------
Net increase in net assets resulting from operations                   $63,787          $     61           $15,950
                                                                 =====================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                Money Market Division
                                                                                Year ended December 31

                                                                       1995              1994             1993
                                                                 -----------------------------------------------------
Investment income
Income:
<S>                                                                   <C>               <C>               <C>
   Dividends (Note 1)                                                 $24,633           $14,894           $6,186
   Capital gains distributions                                              -                 -                -
                                                                 -----------------------------------------------------
                                                                        24,633            14,894            6,186
Expenses (Note 2):
   Mortality and expense risks                                          3,167             3,050            1,729
                                                                 -----------------------------------------------------
Net investment income                                                  21,466            11,844            4,457


Realized and unrealized gains (losses) on investments (Note 4)
   Net realized gains (losses) on investments                              -                  -                -
   Change in net unrealized appreciation/depreciation of
     investments                                                           -                  -                -
                                                                 ----------------------------------------------------
Net increase in net assets resulting from operations                 $21,466           $11,844           $4,457
                                                                 ====================================================
</TABLE>


See accompanying notes.
    


<PAGE>


   
Principal Mutual Life Insurance Company
Variable Life Separate Account

Statements of Changes in Net Assets

Years ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
                                                                                                        Balanced
                                                                                    Combined            Division
                                                                                -----------------   ------------------
<S>                   <C>                                                           <C>                <C>

Net assets at January 1, 1993                                                       $3,571,056         $   912,717

Increase (decrease) in net assets Operations:
   Net investment income                                                               430,698             113,199
   Net realized gains on investments                                                   153,033              21,878
   Change in net unrealized appreciation/depreciation of investments                   (62,738)            (16,979)
                                                                                -----------------   ------------------
Net increase in net assets resulting from operations                                   520,993             118,098



Policy related transactions (Note 2):
   Net premium payments, less sales charges and applicable premium
     taxes                                                                           4,243,839             722,419
   Contract terminations and surrenders                                               (302,559)            (41,473)
   Death benefit payments                                                               (1,961)               (627)
   Policy loan transfers                                                              (162,427)            (29,608)
   Transfers to other contracts                                                     (1,444,635)            (70,023)
   Cost of insurance and administration charges                                       (591,394)           (126,288)
   Surrender charges                                                                   (30,418)             (4,170)
                                                                                -----------------   ------------------
Increase (decrease) in net assets from policy related transactions                   1,710,445             450,230
                                                                                -----------------   ------------------
Total increase (decrease)                                                            2,231,438             568,328
                                                                                -----------------   ------------------
Net assets at December 31, 1993                                                      5,802,494           1,481,045

<PAGE>
Net assets at January 1, 1994

Increase (decrease) in net assets Operations:
   Net investment income                                                               361,356              66,856
   Net realized gains (losses) on investments                                           31,582               6,900
   Change in net unrealized appreciation/depreciation of investments                  (442,230)           (120,904)
                                                                                -----------------   ------------------
Net increase (decrease) in net assets resulting from operations                        (49,292)            (47,148)

Policy related transactions (Note 2):
   Net premium payments, less sales charges and applicable premium
     taxes                                                                           7,030,808             805,108
   Contract terminations and surrenders                                               (200,983)            (61,360)
   Death benefit payments                                                               (4,614)                  -
   Policy loan transfers                                                              (131,130)            (25,740)
   Transfers to other contracts                                                     (2,149,666)           (155,607)
   Cost of insurance and administration charges                                     (1,002,937)           (178,431)
   Surrender charges                                                                   (41,439)            (12,651)
                                                                                -----------------   ------------------

Increase in net assets from policy related transactions                              3,500,039             371,319
                                                                                -----------------   ------------------
Total increase                                                                       3,450,747             324,171
                                                                                -----------------   ------------------
Net assets at December 31, 1994                                                      9,253,241           1,805,216


Net assets at January 1, 1995                                                        9,253,241          $1,805,216

Increase (decrease) in net assets Operations:
   Net investment income                                                               709,482             140,890
   Net realized gains on investments                                                   254,585              28,104
   Change in net unrealized appreciation/depreciation of investments                 1,956,773             316,677
                                                                                -----------------   ------------------
Net increase in net assets resulting from operations                                 2,920,840             485,671

Policy related transactions (Note 2):
   Net premium payments, less sales charges and applicable premium
     taxes                                                                           9,511,939           1,036,158
   Contract terminations and surrenders                                               (514,344)            (89,520)
   Death benefit payments                                                               (9,358)                  -
   Policy loan transfers                                                              (275,660)            (52,264)
   Transfers to other contracts                                                     (2,602,796)           (145,034)
   Cost of insurance and administration charges                                     (1,539,242)           (233,775)
   Surrender charges                                                                   (66,485)            (11,571)
                                                                                -----------------   ------------------
Increase (decrease) in net assets from policy related transactions                   4,504,054             503,994
                                                                                -----------------   ------------------
Total increase (decrease)                                                            7,424,894             989,665
                                                                                -----------------   ------------------
 Net assets at December 31, 1995                                                    $16,678,135          $2,794,881
                                                                                =================   ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
    

                                                                                      Bond               Stock
                                                                                    Division            Division
                                                                                ------------------  ------------------
<S>                                                                                   <C>                <C>
   
Net assets at January 1, 1993                                                         $256,631           $1,005,168

Increase (decrease) in net assets Operations:
   Net investment income                                                                25,564             138,782
   Net realized gains on investments                                                    13,739              15,162
   Change in net unrealized appreciation/depreciation of investments                       304             (62,178)
                                                                                 ------------------  ------------------
Net increase in net assets resulting from operations                                    39,607              91,766

Policy related transactions (Note 2):
   Net premium payments, less sales charges and applicable premium
     taxes                                                                             344,656             939,904
   Contract terminations and surrenders                                               (107,373)            (53,383)
   Death benefit payments                                                                    -                (642)
   Policy loan transfers                                                                (5,743)            (40,134)
   Transfers to other contracts                                                        (77,910)           (123,748)
   Cost of insurance and administration charges                                        (43,267)           (149,902)
   Surrender charges                                                                   (10,795)             (5,367)
                                                                                ------------------  ------------------
Increase (decrease) in net assets from policy related transactions                      99,568             566,728
                                                                                ------------------  ------------------
Total increase (decrease)                                                              139,175             658,494
                                                                                ------------------  ------------------
Net assets at December 31, 1993                                                        395,806           1,663,662

Net assets at January 1, 1994

Increase (decrease) in net assets Operations:
   Net investment income                                                                29,818              96,592
   Net realized gains (losses) on investments                                           (2,792)            (13,565)
   Change in net unrealized appreciation/depreciation of investments                   (40,136)            (87,735)
                                                                                ------------------  ------------------
Net increase (decrease) in net assets resulting from operations                        (13,110)             (4,708)

Policy related transactions (Note 2):
   Net premium payments, less sales charges and applicable premium
     taxes                                                                             288,736           1,149,226
   Contract terminations and surrenders                                                 (4,871)            (39,008)
   Death benefit payments                                                                    -              (3,319)
   Policy loan transfers                                                                (3,819)            (42,994)
   Transfers to other contracts                                                        (92,188)           (226,938)
   Cost of insurance and administration charges                                        (59,452)           (218,560)
   Surrender charges                                                                    (1,004)             (8,043)
                                                                                ------------------  ------------------

Increase in net assets from policy related transactions                                127,402             610,364
                                                                                ------------------  ------------------
 Total increase                                                                         114,292             605,656
                                                                                ------------------  ------------------
Net assets at December 31, 1994                                                         510,098          2,269,318
<PAGE>
Net assets at January 1, 1995                                                           510,098          2,269,318

Increase (decrease) in net assets Operations:
   Net investment income                                                                 42,613            350,101
   Net realized gains on investments                                                      4,064             49,320
   Change in net unrealized appreciation/depreciation of investment                      85,230            433,439
                                                                                -------------------  -----------------
Net increase in net assets resulting from operations                                    131,907            832,860

Policy related transactions (Note 2):
   Net premium payments, less sales charges and applicable premium
     taxes                                                                              444,236          1,633,021
   Contract terminations and surrenders                                                 (24,317)          (149,990)
   Death benefit payments                                                                    -              (2,336)
   Policy loan transfers                                                                 (4,770)           (56,174)
   Transfers to other contracts                                                         (52,638)          (218,351)
   Cost of insurance and administration charges                                         (78,861)          (313,935)
   Surrender charges                                                                     (3,144)           (19,388)
                                                                                -------------------  -----------------
Increase (decrease) in net assets from policy related transactions                      280,506            872,847
                                                                                -------------------  -----------------
Total increase (decrease)                                                               412,413          1,705,707
                                                                                -------------------  -----------------
Net assets at December 31, 1995                                                        $922,511         $3,975,025
                                                                                ===================  =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                    Emerging            High
                                                                                     Growth             Yield
                                                                                    Division           Division
                                                                                -----------------  -----------------
    

<S>                                                                                <C>                <C>
   
Net assets at January 1, 1993                                                      $1,033,749         $  71,862


Increase (decrease) in net assets Operations:
   Net investment income                                                              134,604            14,092
   Net realized gains on investments                                                   98,424             3,830
   Change in net unrealized appreciation/depreciation of investments                   18,087            (1,972)
                                                                                -----------------  -----------------
Net increase in net assets resulting from operations                                  251,115            15,950

Policy related transactions (Note 2):
   Net premium payments, less sales charges and applicable premium
     taxes                                                                          1,179,248           196,359
   Contract terminations and surrenders                                               (94,725)           (2,641)
   Death benefit payments                                                                (692)                -
   Policy loan transfers                                                              (60,229)           (5,136)
   Transfers to other contracts                                                      (236,343)          (74,398)
   Cost of insurance and administration charges                                      (188,113)          (22,433)
   Surrender charges                                                                   (9,523)             (265)
                                                                                ------------------  ----------------
Increase (decrease) in net assets from policy related transactions                    589,623            91,486
                                                                                ------------------  ----------------
Total increase (decrease)                                                             840,738           107,436
                                                                                ------------------  ----------------
Net assets at December 31, 1993                                                     1,874,487           179,298

Net assets at January 1, 1994

Increase (decrease) in net assets Operations:
   Net investment income                                                              136,304            19,942
   Net realized gains (losses) on investments                                          42,332            (1,293)
   Change in net unrealized appreciation/depreciation of investments                 (174,867)          (18,588)
                                                                                ------------------  ----------------
Net increase (decrease) in net assets resulting from operations                         3,769                61

Policy related transactions (Note 2):
   Net premium payments, less sales charges and applicable premium
     taxes
   Contract terminations and surrenders                                             2,765,121            120,265
   Death benefit payments                                                             (83,480)            (9,690)
   Policy loan transfers                                                               (1,295)                 -
   Transfers to other contracts                                                       (59,784)            (3,260)
   Cost of insurance and administration charges                                      (284,168)           (7,501)
   Surrender charges                                                                 (396,646)           (32,323)
                                                                                      (17,212)            (1,998)
                                                                                ------------------  ----------------
Increase in net assets from policy related transactions                             1,922,536             65,493
                                                                                ------------------  ----------------
Total increase                                                                      1,926,305             65,554
                                                                                ------------------  ----------------
Net assets at December 31, 1994                                                     3,800,792            244,852
<PAGE>
Net assets at January 1, 1995                                                       3,800,792            244,852

Increase (decrease) in net assets Operations:
   Net investment income                                                               85,654             68,758
   Net realized gains on investments                                                  172,414                683
   Change in net unrealized appreciation/depreciation of investmen                  1,127,081             (5,654)
                                                                                ------------------  ----------------
Net increase in net assets resulting from operations                                1,385,149             63,787


Policy related transactions (Note 2):
   Net premium payments, less sales charges and applicable premium
     taxes                                                                          4,022,336            673,413
   Contract terminations and surrenders                                              (238,336)           (10,016)
   Death benefit payments                                                              (4,755)                 -
   Policy loan transfers                                                             (159,532)            (3,158)
   Transfers to other contracts                                                      (338,865)           (52,617)
   Cost of insurance and administration charges                                      (707,162)           (60,938)
   Surrender charges                                                                  (30,806)            (1,295)
                                                                                ------------------  ----------------
Increase (decrease) in net assets from policy related transactions                  2,542,880            545,389
                                                                                ------------------  ----------------
Total increase (decrease)                                                           3,928,029            609,176
                                                                                ------------------  ----------------
Net assets at December 31, 1995                                                    $7,728,821           $854,028
                                                                                ==================  ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                     Money
                                                                                     Market
                                                                                    Division
                                                                                ------------------
<S>                                                                                <C>
Net assets at January 1, 1993                                                      $   290,929

Increase (decrease) in net assets Operations:
   Net investment income                                                                 4,457
   Net realized gains on investments                                                         -
   Change in net unrealized appreciation/depreciation of investments                         -
                                                                                ------------------
Net increase in net assets resulting from operations                                     4,457

Policy related transactions (Note 2):
   Net premium payments, less sales charges and applicable premium
     taxes                                                                             861,253
   Contract terminations and surrenders                                                 (2,964)
   Death benefit payments                                                                    -
   Policy loan transfers                                                               (21,577)
   Transfers to other contracts                                                       (862,213)
   Cost of insurance and administration charges                                        (61,391)
   Surrender charges                                                                      (298)
                                                                                ------------------
Increase (decrease) in net assets from policy related transactions                     (87,190)
                                                                                ------------------
Total increase (decrease)                                                              (82,733)
                                                                                ------------------
Net assets at December 31, 1993                                                        208,196

Net assets at January 1, 1994

Increase (decrease) in net assets Operations:
   Net investment income                                                                11,844
   Net realized gains (losses) on investments                                                -
   Change in net unrealized appreciation/depreciation of investments                         -
                                                                                ------------------
Net increase (decrease) in net assets resulting from operations                         11,844

Policy related transactions (Note 2):
   Net premium payments, less sales charges and applicable premium
     taxes                                                                           1,902,352
   Contract terminations and surrenders                                                 (2,574)
   Death benefit payments                                                                    -
   Policy loan transfers                                                                 4,467
   Transfers to other contracts                                                     (1,383,264)
   Cost of insurance and administration charges                                       (117,525)
   Surrender charges                                                                      (531)
                                                                                ------------------

Increase in net assets from policy related transactions                                402,925
                                                                                ------------------
 Total increase                                                                         414,769
                                                                                ------------------
Net assets at December 31, 1994                                                        622,965
<PAGE>
Net assets at January 1, 1995                                                          622,965

Increase (decrease) in net assets Operations:
   Net investment income                                                                21,466
   Net realized gains on investments                                                         -
   Change in net unrealized appreciation/depreciation of investmen                           -
                                                                                ------------------
Net increase in net assets resulting from operations                                    21,466

Policy related transactions (Note 2):
   Net premium payments, less sales charges and applicable premium
     taxes                                                                           1,702,775
   Contract terminations and surrenders                                                 (2,165)
   Death benefit payments                                                               (2,267)
   Policy loan transfers                                                                   238
   Transfers to other contracts                                                     (1,795,291)
   Cost of insurance and administration charges                                       (144,571)
   Surrender charges                                                                      (281)
                                                                                ------------------
Increase (decrease) in net assets from policy related transactions                    (241,562)
                                                                                ------------------
Total increase (decrease)                                                             (220,096)
                                                                                ------------------
Net assets at December 31, 1995                                                    $   402,869
                                                                                ==================


See accompanying notes.
</TABLE>
<PAGE>
Principal Mutual Life Insurance Company
Variable Life Separate Account

Notes to Financial Statements

December 31, 1995



1.  Investment and Accounting Policies

Principal  Mutual Life  Insurance  Company  Variable Life Separate  Account is a
segregated  investment  account  of  Principal  Mutual  Life  Insurance  Company
(Principal Mutual) and is registered under the Investment Company Act of 1940 as
a unit investment trust, with no stated  limitations on the number of authorized
units. As directed by eligible policyowners, the Separate Account invests solely
in shares of Principal Balanced Fund, Inc., Principal Bond Fund, Inc., Principal
Capital Accumulation Fund, Inc., Principal Emerging Growth Fund, Inc., Principal
High Yield Fund,  Inc.,  and  Principal  Money  Market Fund,  Inc.,  diversified
open-end  management   investment   companies  organized  by  Principal  Mutual.
Investments are stated at the closing net asset values per share on December 31,
1995.

The  average  cost  method is used to  determine  realized  gains and  losses on
investments.  Dividends  are taken  into  income on an  accrual  basis as of the
ex-dividend date.


2.  Expenses and Policy Charges

Principal Mutual is compensated for the following expenses and charges:

Mortality and expense risks assumed by Principal Mutual are compensated for by a
charge  equivalent  to an annual rate of .75% of the asset value of each policy.
An annual  administration  charge of $57 for each policy and a cost of insurance
charge, which is based on the Company's expected future mortality experience, is
deducted  as   compensation   for   administrative   and   insurance   expenses,
respectively.  The  mortality  and  expense  risk,  annual  administration,  and
insurance charges amounted to $95,590,  $166,464, and $1,372,778,  respectively,
in 1995; $55,513,  $119,268, and $883,669,  respectively,  in 1994; and $35,413,
$72,362, and $519,032, respectively, in 1993. A sales charge of 5.0% is deducted
from  each  payment  made on  behalf of each  participant.  The sales  charge is
deducted  from the payments by Principal  Mutual prior to their  transfer to the
Variable Life Separate Account. In addition,  a surrender charge up to a maximum
of 25% of the minimum first year premium may be imposed upon total  surrender or
termination of a policy for insufficient value.


3.  Federal Income Taxes

Operations  of the Separate  Account are a part of the  operations  of Principal
Mutual.  Under  current  practice,  no federal  income  taxes are  allocated  by
Principal  Mutual to the operations of Principal  Mutual Life Insurance  Company
Variable Life Separate Account.
    

<PAGE>
   
4.  Purchases and Sales of Investment Securities

The aggregate units and cost of purchases and proceeds from sales of investments
were as follows:
<TABLE>
<CAPTION>
                                                                                      Capital Accumulation
                                      Balanced Division         Bond Division             Division
                                    -----------------------------------------------------------------------
                                      Units      Amount      Units       Amount      Units      Amount
                                    -----------------------------------------------------------------------
Year ended December 31, 1995
Units purchased and reinvested
<S>                                   <C>      <C>           <C>        <C>          <C>        <C>
   dividends and capital gains        56,758   $1,194,305    24,137     $492,234     87,030     $2,006,098
Units redeemed                        29,073      549,421     8,980      169,115     40,420        783,150
                                    -----------------------------------------------------------------------
Net increase                          27,685   $  644,884    15,157     $323,119     46,610     $1,222,948
                                    =======================================================================

Year ended December 31, 1994
Units purchased and reinvested
   dividends and capital gains        48,225     $884,022    17,428     $321,761     69,938     $1,260,246
Units redeemed                       (25,949)    (445,847)   (9,652)    (164,541)   (32,805)      (553,290)
                                    -----------------------------------------------------------------------
Net increase                          22,276     $438,175     7,776     $157,220     37,133     $  706,956
                                    =======================================================================

Year ended December 31, 1993
Units purchased and reinvested
   dividends and capital gains        45,069     $844,632    21,131     $373,386     59,306     $1,088,755
Units redeemed                       (16,973)    (281,203)  (14,639)    (248,254)   (23,597)      (383,245)
                                    -----------------------------------------------------------------------
Net increase                          28,096     $563,429     6,492     $125,132     35,709     $  705,510
                                    =======================================================================
</TABLE>
    

<PAGE>
<TABLE>
<CAPTION>

   
                                        Emerging Growth                              Money Market Division
                                           Division          High Yield Division
                                    -------------------------------------------------------------------------
                                      Units      Amount       Units      Amount       Units       Amount
                                    -------------------------------------------------------------------------
Year ended December 31, 1995
Units purchased and reinvested
<S>                                   <C>      <C>            <C>       <C>          <C>         <C>
   dividends and capital gains        165,606  $4,151,094     40,295    $745,873     120,838     $1,727,408
Units redeemed                         60,516   1,522,560      7,739     131,726     138,209      1,947,504
                                    -------------------------------------------------------------------------
Net increase (decrease)               105,090  $2,628,534     32,556    $614,147     (17,371)    $ (220,096)
                                    =========================================================================

Year ended December 31, 1994
Units purchased and reinvested
   dividends and capital gains        129,908  $2,922,610      7,938    $141,792     140,805     $1,917,246
Units redeemed                        (39,368)   (863,770)    (3,624)    (56,357)   (111,080)    (1,502,477)
                                    -------------------------------------------------------------------------
Net increase                           90,540  $2,058,840      4,314    $ 85,435      29,725     $  414,769
                                    =========================================================================

Year ended December 31, 1993
Units purchased and reinvested
   dividends and capital gains         61,758  $1,324,037     13,653    $211,702      65,053     $  867,441
Units redeemed                        (31,157)   (599,810)    (7,155)   (106,124)    (71,680)      (950,174)
                                    -------------------------------------------------------------------------
Net increase (decrease)                30,601 $   724,227      6,498    $105,578      (6,627)    $  (82,733)
                                    =========================================================================
</TABLE>
    

<PAGE>

   
5.  Net Assets

Net assets at December 31, 1995 consisted of the following:
<TABLE>
<CAPTION>

                                                                                                Net Unrealized
                                                                          Accumulated Net        Appreciation
                                                     Unit Transactions   Investment Income    (Depreciation) of
                                        Combined                                                 Investments
                                    ------------------------------------------------------------------------------

<S>                                     <C>              <C>                 <C>                  <C>
   Balanced Division                    $  2,794,881     $  2,273,642        $   283,575          $   237,664
   Bond Division                             922,511          805,743             72,988               43,780
   Capital Accumulation Division           3,975,025        3,166,851            489,335              318,839
   Emerging Growth Division                7,728,821        6,330,029            245,683            1,153,109
   High Yield Division                       854,028          797,025             85,310              (28,307)
   Money Market Division                     402,869          398,502              4,367                    -
                                    ------------------------------------------------------------------------------
                                         $16,678,135      $13,771,792         $1,181,258           $1,725,085
                                    ==============================================================================
</TABLE>
<PAGE>
Principal Mutual Life Insurance Company


Report of Independent Auditors


The Board of Directors
Principal Mutual Life Insurance Company

We have audited the accompanying  statements of financial  position of Principal
Mutual Life  Insurance  Company (the  Company) as of December 31, 1995 and 1994,
and the related  statements of operations and surplus and cash flows for each of
the  three  years  in the  period  ended  December  31,  1995.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.


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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Principal Mutual Life Insurance
Company at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995, in
conformity  with  generally  accepted  accounting  principles and with reporting
practices prescribed or permitted by the Insurance Division of the Department of
Commerce of the State of Iowa.

ERNST & YOUNG LLP

Des Moines, Iowa
January 31, 1996
<PAGE>
                     Principal Mutual Life Insurance Company

                        Statements of Financial Position





                                                   December 31
                                                1995         1994
                                            ---------------------------
                                                  (In Millions)
Assets
Bonds                                          $21,798      $20,626
Preferred stocks                                    93           69
Common stocks                                    1,330          914
Investment in subsidiaries                         546          501
Commercial mortgage loans                        9,794        8,901
Residential mortgage loans                         234          287
Investment real estate                           1,313        1,155
Properties held for Company use                    204          159
Policy loans                                       711          683
Cash and short-term investments                    913          485
Accrued investment income                          467          468
Separate account assets                         12,957        9,197
Other assets                                       908          672
                                            ---------------------------
Total assets                                   $51,268      $44,117
                                            ===========================

Liabilities
Insurance reserves                            $  6,297     $  6,007
Annuity reserves                                25,770       24,311
Reserves for policy dividends                      578          583
Other policy liabilities                           748          618
Investment valuation reserves                    1,041          792
Tax liabilities                                    241          189
Separate account liabilities                    12,891        9,099
Other liabilities                                1,494          591
                                            ---------------------------
Total liabilities                               49,060       42,190

Surplus
Surplus notes                                      298          298
Unassigned and other surplus funds               1,910        1,629
                                            ---------------------------
Total surplus                                    2,208        1,927
                                            ---------------------------
Total liabilities and surplus                  $51,268      $44,117
                                            ===========================



See accompanying notes.
    

<PAGE>

   
                     Principal Mutual Life Insurance Company

                      Statements of Operations and Surplus
<TABLE>
<CAPTION>
                                                                         Year ended December 31
                                                                    1995           1994          1993
                                                                ------------------------------------------
                                                                               (In Millions)
Income
<S>                                                                <C>           <C>           <C>
Premiums and annuity and other considerations                      $11,940       $10,718       $  9,983
Net income from investments                                          2,651         2,520          2,369
Other income                                                            25           505             18
                                                                ------------------------------------------
Total income                                                        14,616        13,743         12,370

Benefits and expenses
Benefit payments other than dividends                                9,268         8,211          6,729
Dividends to policyowners                                              309           317            410
Additions to policyowner reserves                                    3,439         3,756          3,890
 Insurance expenses and taxes                                        1,199         1,145          1,029
                                                                ------------------------------------------
Total benefits and expenses                                         14,215        13,429         12,058
                                                                ------------------------------------------

Income before federal income taxes and realized
   capital gains (losses)                                              401           314            312

Federal income taxes                                                   140           130             48
                                                                 ------------------------------------------

Net gain from operations before realized capital gains (losses)
                                                                       261           184            264


Realized capital gains (losses)                                          2           (32)           (52)
                                                                ------------------------------------------
Net income                                                       $     263     $     152      $     212
                                                                ==========================================

Surplus
Surplus at beginning of year                                      $  1,927      $  1,641       $  1,440
Net income                                                             263           152            212
Issuance of surplus notes                                                -           298              -
Increase in investment valuation reserves                             (249)         (131)           (43)
Increase in non-admitted assets and related items                      (45)          (51)           (59)
Net unrealized capital gains                                           326            47             57
Adjustment for prior years' federal income taxes                         -           (63)             -
Net policyowner reserve adjustments                                      1            31             18
Other adjustments - net                                                (15)            3             16
                                                                ------------------------------------------
Surplus at end of year                                            $  2,208      $  1,927       $  1,641
                                                                ==========================================
</TABLE>




See accompanying notes.
    

<PAGE>

   
                    Principal Mutual Life Insurance Company

                            Statements of Cash Flows
    

<TABLE>
   
<CAPTION>

                                                                               Year ended December 31
                                                                          1995          1994          1993
                                                                      ------------------------------------------
                                                                                    (In Millions)
CASH PROVIDED
Proceeds from operating activities
   Premiums and annuity and other considerations
<S>                                                                       <C>           <C>          <C>
     received                                                             $11,923       $10,711      $  9,967
   Net investment income received                                           2,723         2,509         2,421
   Benefit payments other than dividends                                   (9,277)       (8,186)       (6,700)
   Dividends paid to policyowners                                            (317)         (293)         (396)
   Insurance expenses and taxes paid                                       (1,198)       (1,159)       (1,007)
   Federal income taxes paid                                                 (125)          (67)         (119)
   Transfers for separate account operations                               (1,549)       (1,396)       (1,120)
   Other                                                                       (3)            7            (5)
                                                                      ------------------------------------------
Net cash provided from operations                                           2,177         2,126         3,041

Proceeds from investments sold, matured or repaid
   Bonds and stocks                                                        12,028        10,951        20,072
   Mortgage loans                                                           1,276         2,043         6,852
   Real estate and other invested assets                                       70           168            37
   Tax on capital gains                                                       (22)          (25)          (29)
                                                                      ------------------------------------------
Total cash provided from investments                                       13,352        13,137        26,932

Issuance of surplus notes                                                       -           298             -
Other cash provided                                                           793             -            85
                                                                      ------------------------------------------
Total cash provided                                                        16,322        15,561        30,058

CASH APPLIED
Cost of investments acquired
   Bonds and stocks acquired                                              (13,234)      (13,709)      (22,434)
   Mortgage loans acquired or originated                                   (2,265)       (1,611)       (7,253)
   Real estate and other invested assets acquired                            (195)          (91)         (132)
                                                                      ------------------------------------------
Total cash applied to investments                                         (15,694)      (15,411)      (29,819)

Other cash applied                                                           (200)         (135)          (72)
                                                                      ------------------------------------------
Total cash applied                                                        (15,894)      (15,546)      (29,891)

SHORT-TERM BORROWINGS
   Proceeds of short-term borrowings                                          990         3,152         1,743
   Repayment of short-term borrowings                                        (990)       (3,152)       (1,743)
                                                                      ------------------------------------------
Net cash provided by short-term borrowings                                      -             -             -
                                                                      ------------------------------------------
Net increase in cash and short-term investments                               428            15           167

Cash and short-term investments at beginning of year                          485           470           303
                                                                      ------------------------------------------
Cash and short-term investments at end of year                          $     913     $     485     $     470
                                                                      ==========================================
</TABLE>
See accompanying notes.
<PAGE>

                     Principal Mutual Life Insurance Company

                          Notes to Financial Statements

                                December 31, 1995


1.  Nature of Operations and Significant Accounting Policies

Description of Business

Principal  Mutual Life Insurance  Company (the Company) is primarily  engaged in
the marketing  and  management of life  insurance,  annuity,  health and pension
products.  In addition,  the Company provides  various other financial  services
through its subsidiaries.

Use of Estimates in the Preparation of Financial Statements

The preparation of the Company's  financial  statements and  accompanying  notes
requires  management to make estimates and  assumptions  that affect the amounts
reported and  disclosed.  These  estimates and  assumptions  could change in the
future as more  information  becomes  known,  which  could  impact  the  amounts
reported and disclosed in the financial statements and accompanying notes.

Basis of Presentation

The Company's financial statements have been prepared on the basis of accounting
practices prescribed or permitted by the Insurance Division of the Department of
Commerce of the State of Iowa (statutory accounting practices),  which practices
are currently  regarded as generally accepted  accounting  principles (GAAP) for
mutual life insurance companies.

Beginning in 1996,  however,  under the  requirements  of  Financial  Accounting
Standards  Board  (FASB)  Interpretation  No. 40,  "Applicability  of  Generally
Accepted Accounting  Principles to Mutual Life Insurance and Other Enterprises,"
as amended,  financial  statements prepared on the basis of statutory accounting
practices will no longer be described as prepared "in conformity with GAAP." The
Accounting  Standards Executive Committee of the American Institute of Certified
Public  Accountants and the FASB issued  authoritative  accounting and reporting
pronouncements in January 1995, effective for calendar year 1996, addressing how
mutual life insurance companies should account for certain insurance activities.
Applying  the  provisions  of  these  authoritative   accounting  and  reporting
pronouncements may result in surplus and net income that differ from the amounts
reported under existing statutory accounting practices.  The Company has not yet
determined the impact of these pronouncements on its financial  statements.  The
Company plans to issue  general-purpose  financial  statements for calendar year
1996 that follow  these  authoritative  pronouncements  and will be described as
prepared in conformity with GAAP. These  statutory-basis  financial  statements,
however, will continue to be required by insurance regulatory authorities.

The National  Association of Insurance  Commissioners (NAIC) currently is in the
process of recodifying  statutory accounting  practices,  the result of which is
expected to  constitute  the only source of  "prescribed"  statutory  accounting
practices.  Accordingly,  that  project,  which is not  expected to be completed
before 1997, will likely change, to some extent, prescribed statutory accounting
practices and may result in changes to the accounting practices that the Company
uses to prepare its statutory-basis financial statements.

Subsidiaries

Investment in subsidiaries  is reported at equity in net assets  determined on a
statutory  basis  for  insurance  subsidiaries  and on the  basis of  prescribed
valuation  alternatives for  non-insurance  subsidiaries,  resulting in carrying
values  periodically  approved by the Securities  Valuation  Office of the NAIC.
Total assets of these  unconsolidated  subsidiaries  amounted to $2.6 billion at
December 31, 1995 and $2.1 billion at December 31, 1994, and total revenues were
$1,190  million in 1995,  $911 million in 1994 and $669 million in 1993.  During
1995, 1994 and 1993, the Company included $(48) million,  $(2) million and $(37)
million,  respectively,  in net income from investments representing the current
year net losses of its subsidiaries.

Investments

Investments in bonds,  short-term  investments,  and commercial and  residential
mortgage  loans are reported  principally  at cost (unpaid  principal  balance),
adjusted for  amortization  of premiums and accrual of discounts,  both computed
using the interest  method;  policy loans and  investments  in preferred  stocks
primarily  at cost;  common  stocks at market  value based on the latest  quoted
market prices;  and  investments in real estate and properties  held for Company
use generally at cost less  encumbrances and accumulated  depreciation.  For the
loan-backed  and  structured  securities  included  in the bond  portfolio,  the
Company  recognizes  income using the prospective  method which results in a new
constant  effective  yield  based  on  currently   anticipated   prepayments  as
determined by broker-dealer  surveys or internal estimates.  Properties acquired
through loan  foreclosures  with  cumulative  carrying values of $946 million at
December  31, 1995,  and $830 million at December 31, 1994,  are recorded at the
lower of cost  (principal  balance of the former  mortgage  loan) or fair market
value at the time of foreclosure or receipt of deed in lieu of foreclosure. This
becomes  the new  cost  basis of the  real  estate  and is  subject  to  further
potential  carrying value  reductions as a result of depreciation  and quarterly
valuation  determinations.  Depreciation  expense is computed  primarily  on the
basis of accelerated and  straight-line  methods over the estimated useful lives
of the  assets.  Other  admitted  assets  are valued as  prescribed  by the Iowa
Insurance  laws.  Net  realized  capital  gains and  losses on  investments  are
determined using the specific identification basis.

The Asset Valuation Reserve (AVR) provides a reserve for losses from investments
in bonds,  preferred and common stocks,  mortgage loans, real estate,  and other
invested assets,  with related increases or decreases being recorded directly to
surplus.  At  December  31, 1995 and 1994,  the AVR was $1,041  million and $792
million,  respectively.  At both December 31, 1995 and 1994,  other  liabilities
include  additional   investment  reserves  of  $36  million  and  $51  million,
respectively,  of which $9 million is required by statutory accounting practices
as a provision for potential losses on specific mortgages in default. Unrealized
capital  gains and losses on  investments,  including  changes in  mortgage  and
security reserves, are recorded directly in surplus.  Comparable adjustments are
also made to the AVR.

The Interest Maintenance Reserve (IMR) primarily defers certain interest-related
gains and losses (net of tax) on fixed  income  securities  which are  amortized
into net income  from  investments  over the  estimated  remaining  lives of the
investments  sold. At December 31, 1995 and 1994,  the IMR, which is included in
other liabilities, was $109 million and $52 million, respectively.

In  connection  with  preparation  of its  statement of cash flows,  the Company
considers all highly liquid investments with a maturity of one year or less when
purchased to be short-term investments.

Fair Values of Financial Instruments

The Company has  accumulated  information to disclose the fair values of certain
financial  instruments,  whether or not recognized in the statement of financial
position,  as  required  by  the  FASB.  The  FASB  excludes  certain  financial
instruments and all nonfinancial  instruments from its disclosure  requirements.
The  aggregate  fair value asset  amounts for  investments  (including  cash and
short-term investments, policy loans and accrued investment income and excluding
investment in  subsidiaries  and investment real estate) are presented in Note 2
(carrying value: 1995 - $35.3 billion,  1994 - $32.4 billion; fair value: 1995 -
$37.5 billion,  1994 - $31.9  billion).  Fair value  information for derivatives
held  or  issued  for  purposes  other  than  trading  is  presented  in Note 3.
Information  for certain of the  Company's  reserves  and  liabilities  that are
investment-type contracts (insurance, annuity and other policy contracts that do
not involve  significant  mortality  or  morbidity  risk) is presented in Note 4
(carrying value: 1995 - $21.4 billion,  1994 - $20.0 billion; fair value: 1995 -
$22.0 billion,  1994 - $19.5 billion).  Those referenced notes also describe the
methods and  assumptions  utilized by the Company in  estimating  its fair value
disclosures for financial  instruments.  Those techniques utilized in estimating
the fair values of financial  instruments are affected by the assumptions  used,
including  discount  rates and estimates of the amount and timing of future cash
flows.  Care should be exercised  in deriving  conclusions  about the  Company's
business, its value or financial position based on the fair value information of
certain financial instruments presented in the referenced notes.

Futures and Forward Contracts and Interest Rate and Equity Swaps

The Company uses financial futures contracts,  forward purchase  commitments and
interest rate swaps to hedge risks  associated  with interest rate  fluctuations
and uses equity  swaps to hedge risks  associated  with market  fluctuations  of
certain  unaffiliated common stocks.  Realized capital gains and losses on those
contracts  which hedge risks  associated  with  interest rate  fluctuations  are
amortized  over the  remaining  lives of the  underlying  assets,  primarily  by
including them in the IMR. Realized capital gains and losses on equity swaps are
recognized in the period incurred.

Reserves for Insurance, Annuity and Accident and Health Policies

The reserves for life, health and annuity  policies,  all developed by actuarial
methods,  are established and maintained on the basis of mortality and morbidity
tables using assumed interest rates and valuation methods that will provide,  in
the aggregate,  reserves that are greater than the minimum valuation required by
law or  guaranteed  policy cash  values.  The  cumulative  effects of changes in
valuation  bases  at  the  beginning  of the  year  for  previously  established
policyowner  reserves  are  included  as  adjustments  to  surplus.  Significant
decreases  in  valuation  bases are  approved by the  Insurance  Division of the
Department of Commerce of the State of Iowa.

The  liability  for  unpaid  accident  and  health  claims is  determined  using
statistical  analyses and case basis evaluations.  This liability is an estimate
of the ultimate net cost of all reported and unreported  losses that are unpaid.
This liability is determined using estimates of future trends in claim severity,
frequency,  and other factors that could vary as claims are ultimately  settled.
Although  considerable  variability is inherent in such  estimates,  the Company
believes that the liability for unpaid claims is adequate.  These  estimates are
continually  reviewed and, as adjustments to this  liability  become  necessary,
such adjustments are reflected in current operations.

Recognition of Premium Revenues and Costs

For life and annuity  contracts,  premiums are  recognized  as revenues over the
premium-paying  period,  whereas  commissions and other costs  applicable to the
acquisition of new business are charged to operations as incurred.

Reinsurance

The Company reinsures certain of its risks. Reinsurance premiums,  expenses, and
reserves  related to reinsured  business are accounted  for on bases  consistent
with those used in accounting for the original  policies issued and the terms of
the  reinsurance  contracts.  Premiums  ceded  to  other  companies  (1995 - $27
million,  1994 - $21 million and 1993 - $19 million) are reported as a reduction
of premium income, and insurance  reserves  applicable to reinsurance ceded have
also been  reported as  reductions of these items (1995 - $33 million and 1994 -
$24 million).  The Company is  contingently  liable with respect to  reinsurance
ceded to other  companies  in the  event  the  reinsurer  is  unable to meet the
obligations that it has assumed.

Separate Accounts

The separate accounts presented in the financial  statements  represent the fair
market  value of funds  that are  separately  administered  by the  Company  for
contracts with equity,  real estate and fixed-income  investments.  The separate
account  contract owner,  rather than the Company,  bears the investment risk of
these  funds.  The  Company  receives a fee for  administrative  and  investment
advisory services.

Separate  account assets and  liabilities  are disclosed in the aggregate in the
statements of financial  position.  The  statements  of  operations  include the
premiums,  increases in  reserves,  benefits,  and other items  arising from the
operations of the separate  accounts of the Company.  The  statements of surplus
reflect the gain from operations and surplus of the separate accounts. Such gain
from  operations and surplus arises from the transfer by the Company of funds to
the separate accounts to facilitate their operations.

Reclassifications

Certain  reclassifications  have  been  made  to the  1994  and  1993  financial
statements to conform to the 1995 presentation.


2.  Investments

Investments  in debt  securities,  preferred  stocks,  and other fixed  maturity
instruments  are  generally  held for  investment  purposes  to  maturity,  and,
therefore,  are carried in the  financial  statements  at  amortized  cost.  The
Company's  liabilities,  to which such fixed  maturity  investments  are closely
matched,  are  long-term in nature so the Company does not expect to be required
to sell such securities prior to maturity.

The carrying  values and  estimated  market values of  investments  in bonds and
preferred stocks as of December 31, 1995 and 1994, are as follows (in millions):
<TABLE>
<CAPTION>

                                                                   Gross           Gross        Estimated
                                              Carrying Value    Unrealized      Unrealized        Market
                                                                   Gains          Losses          Value
                                              ---------------------------------------------------------------
   December 31, 1995 Bonds:
<S>                                               <C>           <C>                  <C>          <C>
     United States Government and agencies        $     232     $       4            $  -         $     236
     States and political subdivisions                  230            21               -               251
     Corporate - public                               4,374           328              16             4,686
     Corporate - private                             13,877         1,332              15            15,194
     Mortgage-backed securities                       3,085           134               4             3,215
                                               ---------------------------------------------------------------
                                                     21,798         1,819              35            23,582
   Preferred stocks                                      93            12               -               105
                                               ---------------------------------------------------------------
                                                    $21,891        $1,831             $35           $23,687
                                               ===============================================================
</TABLE>
<TABLE>
<CAPTION>
   December 31, 1994 Bonds:
<S>                                                <C>             <C>             <C>            <C>
     United States Government and agencies         $    111        $    1          $    4         $     108
     States and political subdivisions                  198             2              12               188
     Corporate - public                               3,986            74             142             3,918
     Corporate - private                             13,678           365             391            13,652
     Mortgage-backed securities                       2,653             2             166             2,489
                                              ---------------------------------------------------------------
                                                     20,626           444             715            20,355
   Preferred stocks                                      69             4               2                71
                                              ---------------------------------------------------------------
                                                    $20,695          $448            $717           $20,426
                                              ===============================================================
</TABLE>


Market values of public bonds and preferred  stocks have been  determined by the
Company from public  quotations,  when available,  or bonds have been assigned a
market rate by the Securities  Valuation Office of the NAIC.  Private  placement
securities are valued by discounting the expected total cash flows. Market rates
used are applicable to the yield,  credit  quality and average  maturity of each
security.

The carrying  values and estimated  market values of bonds at December 31, 1995,
by expected maturity, are as follows (in millions):
    

<TABLE>
   
<CAPTION>
                                                                      Carrying Value   Estimated Market
                                                                                            Value
                                                                      ------------------------------------
    

<S>                                                                     <C>               <C>
   
   Due in one year or less                                              $     747         $     768
   Due after one year through five years                                    6,878             7,271
   Due after five years through ten years                                   6,189             6,695
   Due after ten years                                                      3,176             3,657
                                                                      ------------------------------------
                                                                           16,990            18,391
   Mortgage-backed and other securities without
     a single maturity date                                                 4,808             5,191
                                                                      ------------------------------------
   Total                                                                  $21,798           $23,582
                                                                      ====================================
</TABLE>

The carrying value and estimated  market value of mortgage loans at December 31,
1995 and 1994, are as follows (in millions):
<TABLE>
<CAPTION>

                                                       1995                            1994
                                          -----------------------------  ----------------------------------
                                                             Estimated                    Estimated Market
                                          Carrying Value      Market      Carrying Value       Value
                                      Value
                                          -----------------------------------------------------------------
<S>                                            <C>            <C>              <C>             <C>
   Commercial mortgage loans                   $9,794         $10,129          $8,901          $8,580
   Residential mortgage loans                     234             262             287             299
</TABLE>


Market  values of  commercial  mortgage  loans are  valued  by  discounting  the
expected  total cash flows using market rates that are  applicable to the yield,
credit quality, and maturity of each loan. Market values of residential mortgage
loans are valued by a pricing and  servicing  model using  market rates that are
applicable to the yield, rate structure,  credit quality,  size, and maturity of
each loan. The carrying value for policy loans approximates the fair value.

Major  categories  of income  from  investments  are  summarized  as follows (in
millions):

                                               Year ended December 31
                                           1995          1994          1993
                                      ------------------------------------------

   Bonds                                  $1,761        $1,622        $1,549
   Preferred stocks                            6             3             2
   Common stocks                              35            22            26
   Investment in subsidiaries                (48)           (2)          (37)
   Mortgage loans                            808           766           811
   Investment real estate                    211           179           129
   Policy loans                               48            44            44
   Cash and short-term investments            29            20             6
   Other                                      18            48             1
                                      ------------------------------------------
                                           2,868         2,702         2,531


   Less investment expenses                  217           182           162
                                      ------------------------------------------
   Net income from investments            $2,651        $2,520        $2,369
                                      ==========================================

The major components of realized capital gains (losses) on investments reflected
in operations,  and unrealized  capital gains (losses) on investments  reflected
directly in surplus, are summarized as follows (in millions):
<TABLE>
<CAPTION>

                                                     Realized                         Unrealized
                                        ---------------------------------   -----------------------------
                                             1995      1994      1993         1995      1994      1993
                                        ---------------------------------   -----------------------------
    
<S>                                           <C>      <C>        <C>         <C>        <C>      <C>
   
   Bonds                                      $101     $(133)     $150        $ (17)     $32      $(32)
   Preferred stocks                             (1)        -       (11)           1       (7)       11
   Common stocks                                32         6        29          398        7        23
   Mortgage loans                              (24)      (34)      (81)           9        3        41
   Investment real estate                        7         3         1            5        6        (1)
   Investment in subsidiaries                    1        32         -           (6)       6        (5)
   Other                                         4        45       (44)          (1)       -        20
                                           ------------------------------   -----------------------------
      Net capital gains (losses)               120       (81)       44          389       47        57

   Related federal income taxes                (41)        6       (26)         (63)       -         -
   Transferred (to) from interest
     maintenance reserve                       (77)       43       (70)           -        -         -
                                           ------------------------------   -----------------------------
   Total capital gains (losses)             $    2    $  (32)     $(52)        $326      $47       $57
                                           ==============================   =============================
</TABLE>
Proceeds  from  sales  of  investments  (excluding  maturity  proceeds)  in debt
securities  were $6.5 billion in both 1995 and 1994,  and $11.9 billion in 1993.
Gross gains of $93 million, $53 million and $173 million and gross losses of $54
million, $213 million and $65 million in 1995, 1994 and 1993, respectively, were
realized on those sales. Of the 1995, 1994 and 1993 proceeds, $6.1 billion, $5.7
billion and $11.5  billion,  respectively,  relates to sales of  mortgage-backed
securities.   The  Company  actively  manages  its  mortgage-backed   securities
portfolio to control  prepayment risk.  Gross gains of $66 million,  $19 million
and $152 million and gross  losses of $17 million,  $139 million and $29 million
in 1995, 1994 and 1993, respectively,  were realized on sales of mortgage-backed
securities.  At December 31, 1995,  the Company had security  purchases  payable
totaling $426 million relating to the purchases of mortgage-backed securities at
forward dates.

The  Company  has  a  revolving  credit  agreement  with  Principal  Residential
Mortgage,  Inc., a wholly-owned subsidiary which conducts the Company's mortgage
banking operations,  of up to $800 million,  which had a balance of $458 million
outstanding at December 31, 1995.

Commercial  mortgage loans and corporate  private  placement bonds originated or
acquired by the Company represent its primary areas of credit risk exposure.  At
December 31, 1995 and 1994, the commercial  mortgage portfolio is diversified by
geographic region and specific collateral property type as follows:

        Geographic Distribution                   Property Type Distribution
- ------------------------------------------    ----------------------------------
                          December 31                             December 31

                       1995        1994                         1995       1994
                   -----------------------    ---------------------------------

   South Atlantic       22%         21%       Industrial         43%        47%
   Pacific              34          38        Office             26         24
   Mid Atlantic         17          17        Retail             26         24
   North Central        14          13        Other               5          5
   South Central         7           6
   New England           4           3
   Mountain              2           2

The corporate  private  placement  bond  portfolio is  diversified by issuer and
industry.  Restrictive  bond  covenants are monitored by the Company to regulate
the activities of issuers and control their leveraging  capabilities.  Under the
NAIC bond classification system, 99.8% and 99.7% of the Company's bond portfolio
were carried at amortized cost at December 31, 1995 and 1994, respectively, with
the remainder carried at the lower of amortized cost or market value.

Effective  December 29, 1995, the Company  entered into  short-term  equity swap
agreements  to mitigate its exposure to declines in the value of about  one-half
of its marketable  common stock portfolio.  Under the agreements,  the return on
that portion of the Company's  marketable common stock portfolio was swapped for
a fixed short-term interest rate. At December 31, 1995, there was no realized or
unrealized  gains  or  losses  recorded  on  the  equity  swap  agreements  and,
accordingly,  there was no credit  exposure.  The  unrealized  appreciation  and
depreciation of marketable common stocks  recognized in the Company's  statement
of  financial  position  were $814  million and $85  million,  respectively,  at
December 31, 1995.

Investment  real estate  includes  properties  directly owned by the Company and
investments  in  subsidiaries  include  properties  owned  jointly  with venture
partners and operated by the partners.  Joint  ventures in which the Company has
an  interest  have  mortgage  loans  with the  Company  of $2.2  billion at both
December 31, 1995 and  December  31,  1994.  The Company is committed to provide
additional  mortgage financing for such joint ventures  aggregating $304 million
at December 31, 1995.

3.  Derivatives Held or Issued for Purposes Other Than Trading

The Company uses exchange-traded  interest rate futures and forward contracts to
hedge against  interest rate risks.  The Company attempts to match the timing of
when interest rates are committed on insurance  products and on new investments.
However,  timing  differences do occur and can expose the Company to fluctuating
interest rates. Interest rate futures and forward contracts are used to minimize
these  risks.  In these  contracts,  the Company is subject to the risk that the
counterparties  will fail to perform and to the risks associated with changes in
the value of the underlying securities; however, such changes in value generally
are  offset by  opposite  changes  in the  value of the  hedged  items.  Futures
contracts  are  marked  to  market  and  settled  daily,   which  minimizes  the
counterparty  risk. The notional amounts of futures and forward  contracts ($303
million at December  31, 1995,  and $80 million at December 31, 1994)  represent
the extent of the Company's involvement but not the risk of loss.

The  Company  enters  into  interest  rate swaps to  minimize  its  exposure  to
fluctuations  in interest  rates and to correct  duration  mismatches.  The most
common use is to modify the duration of an asset or portfolio, a less common use
is to convert a  floating  rate asset  into a fixed  rate  asset.  The  notional
principal  amounts of the swaps  outstanding at December 31, 1995 and 1994, were
$599 million and $586 million, respectively, and the credit exposure at December
31, 1995 and  December 31, 1994 was $8 million.  The  Company's  current  credit
exposure  on swaps is  limited  to the value of  interest  rate  swaps that have
become favorable to the Company.  The average  unexpired terms of the swaps were
approximately three years at both December 31, 1995 and 1994, respectively.  The
net  amount  payable or  receivable  from  interest  rate swaps is accrued as an
adjustment  to interest  income.  The Company's  interest  rate swap  agreements
include  cross-default  provisions  when two or more swaps are transacted with a
given counterparty. Principal Mutual Life Insurance Company

3.  Derivatives Held or Issued for Purposes Other Than Trading (continued)

The Company  enters into currency  exchange swap  agreements to convert  certain
foreign  denominated fixed rate assets into dollar denominated fixed rate assets
and eliminate the exposure to future currency volatility on those securities. At
December 31, 1995, the Company had various foreign currency exchange  agreements
with  maturities  ranging from 1995 to 2002,  with an aggregate  notional amount
involved of  approximately  $312 million and the credit exposure was $4 million.
The average unexpired term of the swaps was approximately five years at December
31, 1995.


4.  Insurance, Annuity and Accident and Health Reserves

The carrying  values and fair values of the Company's  reserves and  liabilities
for  investment-type  insurance  contracts  (which  are  only a  portion  of the
insurance reserves,  annuity reserves, and other policy liabilities appearing in
the  statement  of  financial  position)  at  December  31,  1995 and 1994,  are
summarized as follows (in millions):
 <TABLE>
 <CAPTION>

                                                    1995                               1994
                                     ----------------------------------------------------------------------
                                      Carrying Value        Fair         Carrying Value        Fair
                                                            Value                              Value
                                     ----------------------------------------------------------------------
    

<S>                                    <C>              <C>               <C>              <C>
   
   Insurance reserves                  $       30       $       33        $       30       $       30
   Annuity reserves                        20,989           21,524            19,714           19,168
   Other policy liabilities                   398              403               270              270
                                     ----------------------------------------------------------------------
   Total                                  $21,417          $21,960           $20,014          $19,468
                                     ======================================================================
</TABLE>

The fair values for the Company's reserves and liabilities under investment-type
contracts  (insurance,  annuity and other policy  contracts  that do not involve
significant  mortality or morbidity  risk) are estimated  using  discounted cash
flow  analyses  (based on current  interest  rates  being  offered  for  similar
contracts   with   maturities   consistent   with   those   remaining   for  the
investment-type contracts being valued) or surrender values.

The fair values for the Company's  insurance contracts  (insurance,  annuity and
other policy contracts that do involve significant mortality or morbidity risk),
other than  investment-type  contracts,  are not required to be  disclosed.  The
Company does consider,  however,  the various  insurance and investment risks in
choosing investments for both insurance and investment-type contracts.


4.  Insurance, Annuity and Accident and Health Reserves (continued)

Activity  in the  liability  for unpaid  accident  and health  claims,  which is
included  with  insurance  reserves in the statement of financial  position,  is
summarized as follows (in millions):


                                             Year ended December 31
                                        1995          1994          1993
                                    ------------------------------------------
   Balance at beginning of year        $   844       $   723       $   657

   Incurred:
     Current year                        2,665         2,735         2,307
     Prior years                           (24)         (105)          (37)
                                    ------------------------------------------
   Total incurred                        2,641         2,630         2,270

   Payments:
     Current year                        2,196         2,065         1,814
     Prior years                           481           444           390
                                    ------------------------------------------
   Total payments                        2,677         2,509         2,204
                                    ------------------------------------------

   Balance at end of year:
     Current year                          469           670           493
     Prior years                           339           174           230
                                    ------------------------------------------
   Total balance at end of year        $   808       $   844       $   723
                                    ==========================================


5.  Federal Income Taxes

The Company  files a  consolidated  income tax return that  includes  all of its
qualifying subsidiaries,  and has a policy of allocating income tax expenses and
benefits to companies in the group based upon pro rata  contribution  of taxable
income or operating  losses.  The Company is taxed at corporate rates on taxable
income  based on existing  tax laws.  Due to the  inherent  differences  between
income  for  financial  reporting  purposes  and income  for tax  purposes,  the
Company's  provision  for  federal  income  taxes  may not  have  the  customary
relationship of taxes to income.

Deferred  income  taxes are  generally  not  recognized  for the tax  effects of
temporary differences between income for financial reporting purposes and income
for tax purposes.  In 1993,  1994 and 1995,  however,  the Company  recognized a
deferred  tax asset and  operating  benefit  for the tax  effect of  unamortized
deferred  acquisition  costs required for tax purposes.  This deferred tax asset
was non-admitted in accordance with statutory accounting practices. In 1995, the
Company also  recognized a deferred tax liability and surplus charge for the tax
effect of unrealized gains for common stocks identified for sale in 1996.

5.  Federal Income Taxes (continued)

In December  1994, a U.S.  Court of Appeals with  jurisdiction  over the Company
ruled that federal law did not permit mutual life  insurance  companies to use a
negative  recomputed  differential  earnings  rate to compute  their  equity tax
liability  for the  preceding  year.  Accordingly,  the  Company  increased  its
liability for federal income taxes attributable to its equity for years prior to
1994 and  made a  corresponding  adjustment  to  surplus  in the  amount  of $63
million.


6.  Short-Term Borrowings

The Company  issues  commercial  paper to meet its short-term  financing  needs.
There were no  outstanding  borrowings at December 31, 1995 or 1994. The Company
also maintains  credit  facilities  with various banks for short-term  borrowing
purposes.


7.  Employee and Agent Benefits

The Company has defined benefit pension plans covering  substantially all of its
employees and certain  agents.  The  employees  and agents are  generally  first
eligible for the pension plans when they reach age 21. The pension  benefits are
based on the years of service and  generally the  employee's or agent's  average
annual  compensation  during the last five years of employment.  Partial benefit
accrual  of  pension  benefits  is  recognized  from  first   eligibility  until
retirement based on attained service divided by potential service to age 65 with
a minimum of 35 years of potential service.

During 1995, the Company adopted Statement of Financial Standards (SFAS) No. 87,
"Employers'  Accounting  for Pensions,"  and  accordingly  changed its method of
accounting for the costs of defined  benefit pension plans to an accrual method.
Prior  to  this  change,   the  cost  of  pension  benefits  was  recognized  as
contributions  were made to the pension trusts.  The Company's policy is to fund
the cost of  providing  pension  benefits  in the years that the  employees  and
agents are providing service to the Company.  The Company's funding policy is to
deposit the actuarial normal cost and any change in unfunded  accrued  liability
over a 30-year period as a percentage of compensation.

The pension plans' combined funded status,  reconciled to amounts  recognized in
the statements of financial position and statements of operations and surplus as
of and for the years  ended  December  31,  1995 and  1994,  is as  follows  (in
millions):
    

<TABLE>
<CAPTION>
   
                                                                                      December 31
                                                                                 1995           1994
                                                                             ------------------------------
   Actuarial present value of benefit obligations:
<S>                                                                               <C>           <C>
      Vested benefit obligation                                                   $437          $324
                                                                             ==============================
      Accumulated benefit obligation                                              $457          $338
                                                                             ==============================

   Plan assets at fair value, primarily affiliated mutual funds
      and investment contracts of the Company                                     $719          $581
   Projected benefit obligation                                                    661           462
                                                                             ------------------------------
   Plan assets in excess of projected benefit obligation                            58           119

   Unrecognized net (gains) losses and funding different from that assumed
      and from changes in assumptions                                               42           (23)
   Unrecognized net transition asset as of January 1, 1994                         (72)          (83)
                                                                             ------------------------------
   Prepaid pension asset (non-admitted)                                          $  28         $  13
                                                                             ==============================
</TABLE>


Net periodic pension income included the following components (in millions):
<TABLE>
<CAPTION>


                                                                                Year ended December 31
                                                                                 1995           1994
                                                                             ------------------------------
<S>                                                                                <C>           <C>
   Service cost                                                                    $22           $26
   Interest cost on projected benefit obligation                                    39            37
   Actual return on plan assets                                                   (144)            6
   Net amortization and deferral                                                    79           (72)
                                                                             ------------------------------
   Total net periodic pension income                                              $ (4)         $ (3)
                                                                             ==============================
</TABLE>
During 1994 and 1993, $10 million and $8 million,  respectively,  was charged to
expense and  contributed  to the trusts  previously  established  to provide for
future costs of pension  benefits.  During 1995, $12 million was  contributed to
these pension trusts. In addition,  to adjust the pension  accounting to the new
method required by SFAS No. 87 and to make the change effective as of January 1,
1994, surplus as of January 1, 1995 has been increased by $13 million. According
to the requirements of statutory accounting practices,  pension expense for 1994
has  not  been  restated  and the  1994  pension  amounts  shown  above  are for
comparative  purposes  only.  The pension asset at January 1, 1995 ($13 million)
and December 31, 1995 ($28 million) was  non-admitted as prescribed by statutory
accounting practices.

The  weighted-average  assumed  discount rate used in determining  the projected
benefit obligation was 7% and 8.5% at December 31, 1995 and 1994,  respectively.
Some of the trusts  holding the plan assets are subject to federal  income taxes
at a 35% tax rate while others are not subject to federal income taxes. For both
1995 and 1994,  the  expected  long-term  rates of return  on plan  assets  were
approximately  6% (after  estimated  income  taxes) for those trusts  subject to
federal  income  taxes and  approximately  10% for those  trusts not  subject to
federal income taxes. The assumed rate of increase in future compensation levels
varies by age for both the qualified and non-qualified pension plans.

In  addition,  the  Company has defined  contribution  plans that are  generally
available to all employees and agents who are age 21 or older and have completed
one year of service.  Eligible  participants  may  contribute up to 15% of their
compensation  or  $9,240  annually  to  the  plans.   The  Company  matches  the
participant's  contribution with a 50% contribution up to a maximum contribution
of 2% of the participant's compensation.  During both 1995 and 1994, the Company
contributed  $7 million to the defined  contribution  plans.  During 1993,  such
contributions totaled $6 million.

The Company also provides  certain health care,  life  insurance,  and long-term
care  benefits for retired  employees.  Substantially  all  employees  are first
eligible  for these  postretirement  benefits  when  they  reach age 57 and have
completed  ten years of service with the  Company.  Partial  benefit  accrual of
these  health,  life,  and  long-term  care  benefits is  recognized  from first
eligibility  until  retirement  based on attained  service  divided by potential
service to age 65 with a minimum of 35 years of potential service. The Company's
policy is to fund the cost of providing  retiree  benefits in the years that the
employees are providing service to the Company.  The Company's funding policy is
to deposit the  actuarial  normal cost and an accrued  liability  over a 30-year
period as a percentage of compensation.

The  postretirement  plans'  combined  funded  status,   reconciled  to  amounts
recognized  in the  statement of financial  position and statement of operations
and surplus as of and for the years  ended  December  31,  1995 and 1994,  is as
follows (in millions):
<TABLE> 
<CAPTION>

                                                                                     December 31
                                                                                 1995            1994
                                                                            -------------------------------
   Plan assets at fair value, primarily affiliated mutual funds and
<S>                                                                              <C>             <C>
     investment contracts of the Company                                         $208            $155
   Accumulated postretirement benefit obligation:
     Retirees                                                                     (83)            (71)
     Eligible employees                                                           (40)            (31)
                                                                            -------------------------------
   Total accumulated postretirement benefit obligation                           (123)           (102)
                                                                            -------------------------------
    Plan assets in excess of accumulated postretirement benefit
      obligation                                                                   85              53

   Unrecognized net losses and funding different from that assumed and
     from changes in assumptions                                                    3              29
                                                                            -------------------------------
   Postretirement benefit asset (non-admitted)                                  $  88           $  82
                                                                            ===============================
</TABLE>

The net periodic  postretirement  benefit cost included the following components
(in millions):
<TABLE>
<CAPTION>
    

                                                                                    Year ended
                                                                                    December 31
                                                                             1995       1994      1993
                                                                          --------------------------------

<S>                                                                         <C>       <C>          <C>
   
   Service cost                                                             $   5     $    4       $ 3
   Interest cost on accumulated postretirement benefit cost                     9          7         6
   Expected return on plan assets                                             (10)       (10)       (6)
   Net amortization of gains and losses                                         1          -         -
                                                                          ================================
   Total net periodic postretirement benefit cost                           $   5     $    1       $ 3
                                                                          ================================
</TABLE>


The  weighted-average  assumed discount rate used in determining the accumulated
postretirement benefit obligation was 7% and 8.5% at December 31, 1995 and 1994,
respectively.  Some of the trusts holding the plan assets are subject to federal
income  taxes at a 35% tax rate while  others are not subject to federal  income
taxes.  For both 1995 and 1994, the expected  long-term  rates of return on plan
assets were  approximately  6% (after  estimated  income taxes) for those trusts
subject  to  federal  income  taxes and  approximately  9% for those  trusts not
subject to federal  income  taxes.  These rates of return on plan assets vary by
benefit type and employee group.

The  assumed  health  care cost trend  rate used in  measuring  the  accumulated
postretirement  benefit obligations starts at 11.5% in 1995, declines to 9.5% in
2001,  and then declines to an ultimate rate of 6.5% in 2036. If the health care
cost trend rate  assumptions  were increased by 1% in each year, the accumulated
postretirement  benefits  obligation  for health  plans as of December  31, 1995
would increase by 11.8% ($10 million). The effect of this 1% increase would also
increase the aggregate of the service cost and interest  cost  components of the
net  periodic  postretirement  benefit  cost of health  plans for the year ended
December 31, 1995 by 13.5% ($1 million).

These  statutory  accounting  provisions  are similar to  Statement of Financial
Accounting Standards (SFAS) No. 106,  "Employers'  Accounting for Postretirement
Benefits  Other  Than  Pensions,"  issued by the FASB  except  that SFAS No. 106
includes  ineligible  employees  in  the  accumulated   postretirement   benefit
obligation calculations.  The accumulated  postretirement benefit obligation for
ineligible  employees  was $77 million and $48 million at December  31, 1995 and
1994, respectively.


8.  Surplus Notes

On March 10, 1994, the Company  issued $300 million of surplus notes,  including
$200  million  due  March  1,  2024 at a  7.875%  annual  interest  rate and the
remaining  $100  million  due March 1, 2044 at an 8% annual  interest  rate.  No
affiliates  of the Company hold any portion of the surplus  notes.  The discount
and direct costs  associated with issuing these surplus notes is being amortized
to expense over their respective terms using the interest method.  For statutory
accounting  purposes,  these notes are considered a part of total surplus of the
Company. Each payment of interest and principal on the surplus notes may be made
only with the prior  approval of the  Commissioner  of Insurance of the State of
Iowa (the  Commissioner)  and only to the extent that the Company has sufficient
surplus  earnings to make such  payments.  For the years ended December 31, 1995
and 1994, interest of $24 million and $11 million, respectively, was approved by
the  Commissioner,  paid and charged to expense.  Had the accrual of interest on
surplus notes not been subject to approval of the Commissioner, accrued interest
payable on surplus  notes at both  December 31, 1995 and 1994 would have been $8
million.

Subject to  Commissioner  approval,  the surplus  notes due March 1, 2024 may be
redeemed at the Company's election on or after March 1, 2004 in whole or in part
at a  redemption  price of  approximately  103.6% of par. The  approximate  3.6%
premium is scheduled to gradually  diminish over the following ten years.  These
surplus  notes may then be redeemed on or after March 1, 2014,  at a  redemption
price of 100% of the  principal  amount  plus  interest  accrued  to the date of
redemption.  Non-insurance companies individually held over 10% of these surplus
notes  (approximately $50 million and $73 million at December 31, 1995 and 1994,
respectively).

In addition,  subject to Commissioner  approval,  the surplus notes due March 1,
2044 may be redeemed  at the  Company's  election on or after March 1, 2014,  in
whole or in part at a  redemption  price of  approximately  102.3%  of par.  The
approximate  2.3% premium is scheduled to gradually  diminish over the following
ten years.  These  surplus notes may be redeemed on or after March 1, 2024, at a
redemption  price of 100% of the principal  amount plus interest  accrued to the
date of redemption.  Non-insurance companies individually held over 10% of these
surplus  notes  (approximately  $43 million and $62 million at December 31, 1995
and 1994, respectively).

9.  Other Commitments and Contingencies

The Company  leases  office space and  furniture  and  equipment  under  various
operating leases. Rental expense for all operating leases totaled $48 million in
1995, $43 million in 1994 and $44 million in 1993. At December 31, 1995,  future
minimum rental commitments under noncancelable operating leases for office space
and electronic data processing equipment totaled approximately $97 million.

The Company is a defendant in various legal actions arising in the normal course
of its investment and insurance  operations.  In the opinion of management,  any
losses  resulting  from such  actions  would not have a  material  effect on the
financial statements.

The Company is also subject to insurance  guarantee  laws in the states in which
it writes  business.  These  laws  provide  for  assessments  against  insurance
companies  for the  benefit  of  policyholders  and  claimants  in the  event of
insolvency  of other  insurance  companies.  At  December  31,  1995  and  1994,
approximately  $18  million  and  $15  million,   respectively,  of  surplus  is
appropriated for possible  guarantee fund assessments for which notices have not
been received.

In 1995, the Company sold its wholly-owned  subsidiary,  Principal National Life
Insurance Company (Principal  National),  at a gain of approximately $1 million.
At December 31, 1994,  substantially all the assets ($513 million),  liabilities
($470 million),  and equity ($43 million) of Principal National were transferred
to and assumed by the Company.  This  resulted in increases in both other income
and additions to policyowner reserves of $470 million in 1994.
<PAGE>
                                    APPENDIX
    

                ILLUSTRATIONS OF POLICY VALUES AND DEATH BENEFITS

     The  following  illustrations  have been  prepared  to help show how values
under the  Policies  change with  investment  performance  and  differing  death
benefit options. The illustrations show how death benefits and values would vary
over time if the return on assets held by the Mutual Funds were uniform,  gross,
after tax,  annual  rates of 0%, 4%, 8% and 12%.  The death  benefits and values
would be different  from those shown if the return  averaged 0%, 4%, 8% and 12%,
but fluctuated  above and below those averages  during  individual  years.  Both
Death Benefit Option 1 and Death Benefit Option 2 are illustrated.

     The four  illustrations set out show hypothetical  policies issued to males
age 35 in the non-smoker rating classification.  The Policies are illustrated on
the basis of $1,000 planned  periodic  annual premium and a face amount at issue
of  $100,000.  The first and third  illustrations  show the  selection  of Death
Benefit Option 1; the second and fourth, Death Benefit Option 2.

     The illustrations  reflect all of the contract  charges.  Each illustration
reflects the surrender  charges and the premium expense charge which consists of
a 5% sales  load and a charge  for  state  premium  taxes of 2%.  The  first two
illustrations  reflect the Company's current  administration charge of $4.75 per
month and current cost of insurance  charges which are lower than the guaranteed
maximum cost of insurance  charges  based on the 1980 CS0 Mortality  Table.  The
third and fourth  illustrations  reflect the guaranteed  maximum  administration
charge of $5 per month and the guaranteed maximum cost of insurance charges.

   
     The amounts shown for death  benefits and values in all four  illustrations
reflect  the fact  that the net  investment  return  on the  assets  held by the
Divisions  of the  Separate  Account  is lower  than the gross  return.  This is
because  deductions  are made from the gross  return to reflect the daily charge
made to the Separate Account for assuming mortality and expense risks; the daily
investment  advisory fees incurred by the Mutual Funds; and the direct operating
expenses  of the Mutual  Funds.  The  charge for  mortality  and  expense  risks
reflected in the first two  illustrations is the Company's  current charge which
is at an annual rate of 0.75% of the average daily assets of the Divisions.  The
third and fourth illustrations reflect the guaranteed mortality and expense risk
charge  which is at an annual  rate of 0.90%.  The  investment  advisory  fee is
assumed  to be an annual  rate of .56% of the  average  daily net  assets of the
Mutual Funds,  but the maximum  investment  advisory fee for  Principal  Capital
Accumulation  Fund, Inc. is 0.49%,  for Principal  Money Market Fund,  Inc., and
Principal  Bond Fund,  Inc. , 0.50%,  for Principal  High Yield Fund,  Inc., and
Principal  Balanced Fund, Inc.,  0.60%, and for Principal  Emerging Growth Fund,
Inc.,  0.65%. The charge for Mutual Fund direct operating  expenses is estimated
to be an  annual  rate of .07% of the  average  daily net  assets of the  Mutual
Funds.  This  illustrated .07% charge is based on the assumption that the direct
operating  expenses of the Mutual  Funds will  continue  at levels  historically
experienced.  The direct  operating  expense of the Mutual Funds may decrease or
increase in the future making operating expenses actually incurred by the Mutual
Funds differ from the .07% assumed  rate shown in the  illustrations.  Deducting
these  charges  from the gross  returns  of 0%,  4%, 8% and 12%  results  in net
investment returns in the first two illustrations of -1.37%,  2.57%,  6.52%, and
10.47% and in the third and fourth  illustrations of -1.52%,  2.42%,  6.36%, and
10.30%.
    

     The four  illustrations  are based on the assumption that payments are made
in accordance with a $1,000 annual planned  periodic premium  schedule,  that no
changes in death  benefit  option or face  amount  are made,  and that no policy
loans or surrenders occur.  Upon request,  the Company will prepare a comparable
illustration   reflecting   the  proposed   insured's   actual  age,  sex,  risk
classification and desired policy features.
<PAGE>
                   PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                            FLEX VARIABLE LIFE
PLANNED PREMIUM $1,000   MALE AGE 35 NON-SMOKER     Initial Face Amount $100,000
                         ASSUMING CURRENT CHARGES       Death Benefit Option 1


                              Accumulated Value (2)
                           Assuming Hypothetical Gross
                           Annual Investment Return of

   
  End of                            
   Year     Accumulated
  Policy   Premiums (1)      0%          4%          8%          12%    
                        (-1.37% Net) (2.57% Net) (6.52% Net)(10.47% Net)
     1       $1,050       $100,000   $100,000    $100,000     $100,000  
     2        2,153        100,000    100,000     100,000      100,000  
     3        3,310        100,000    100,000     100,000      100,000  
     4        4,526        100,000    100,000     100,000      100,000  
     5        5,802        100,000    100,000     100,000      100,000  
     6        7,142        100,000    100,000     100,000      100,000  
     7        8,549        100,000    100,000     100,000      100,000  
     8       10,027        100,000    100,000     100,000      100,000  
     9       11,578        100,000    100,000     100,000      100,000  
    10       13,207        100,000    100,000     100,000      100,000  
    11       14,917        100,000    100,000     100,000      100,000  
    12       16,713        100,000    100,000     100,000      100,000  
    13       18,599        100,000    100,000     100,000      100,000  
    14       20,579        100,000    100,000     100,000      100,000  
    15       22,657        100,000    100,000     100,000      100,000  
    16       24,840        100,000    100,000     100,000      100,000  
    17       27,132        100,000    100,000     100,000      100,000  
    18       29,539        100,000    100,000     100,000      100,000  
    19       32,066        100,000    100,000     100,000      100,000  
    20       34,719        100,000    100,000     100,000      100,000  

30(Age 65)   69,761        100,000    100,000     100,000      157,251  
    
 


                              Accumulated Value (2)
                           Assuming Hypothetical Gross
                           Annual Investment Return of

   
  End of                                                               
   Year     Accumulated
  Policy   Premiums (1)            0%          4%          8%          12%    
                              (-1.37% Net) (2.57% Net) (6.52% Net)(10.47% Net)
     1       $1,050               692.35$     724.19  $   756.17   $   788.20 
     2        2,153             1,367.57    1,459.27    1,553.85     1,651.07 
     3        3,310             2,023.09    2,202.71    2,392.94     2,593.65 
     4        4,526             2,658.31    2,953.93    3,275.44     3,623.66 
     5        5,802             3,272.69    3,712.37    4,203.51     4,749.75 
     6        7,142             3,863.77    4,475.54    5,177.56     5,979.53 
     7        8,549             4,431.07    5,242.88    6,200.06     7,323.61 
     8       10,027             4,974.12    6,013.84    7,273.72     8,793.82 
     9       11,578             5,491.52    6,786.91    8,400.56    10,402.41 
    10       13,207             5,985.62    7,564.38    9,586.57    12,166.92 
    11       14,917             6,459.65    8,349.44   10,839.05    14,107.66 
    12       16,713             6,912.11    9,140.75   12,161.16    16,242.58 
    13       18,599             7,343.39    9,938.76   13,558.18    18,593.58 
    14       20,579             7,752.03   10,742.16   15,034.06    21,183.35 
    15       22,657             8,138.41   11,551.43   16,594.85    24,039.02 
    16       24,840             8,500.20   12,364.41   18,244.57    27,188.45 
    17       27,132             8,836.87   13,180.70   19,989.35    30,664.58 
    18       29,539             9,146.13   13,998.20   21,834.29    34,502.89 
    19       32,066             9,427.48   14,816.50   23,786.64    38,744.71 
    20       34,719             9,680.44   15,635.26   25,854.37    43,436.47 
                                                                              
30(Age 65)   69,761             9,718.86   23,020.71   54,704.87   128,894.48 
    
                                                                              
                                                                              
                                                                              
                              
<PAGE>
                               Surrender Value (2)
                           Assuming Hypothetical Gross
                           Annual Investment Return of
                                                   
   
  End of                 
   Year     Accumulated       
  Policy   Premiums (1)         0%           4%          8%          12%     
                           (-1.37% Net)  (2.57% Net) (6.52% Net)(10.47% Net) 
     1       $1,050         $   365.35   $   397.19  $   429.17  $   461.20   
     2        2,153           1,040.57     1,132.27    1,226.85    1,324.07  
     3        3,310           1,696.09     1,875.71    2,065.94    2,266.65  
     4        4,526           2,372.18     2,667.80    2,989.31    3,337.53  
     5        5,802           3,027.44     3,467.12    3,958.26    4,504.50  
     6        7,142           3,659.39     4,271.16    4,973.18    5,775.15  
     7        8,549           4,267.57     5,079.38    6,036.56    7,160.11  
     8       10,027           4,851.49     5,891.21    7,151.09    8,671.19  
     9       11,578           5,409.77     6,705.16    8,318.81   10,320.66  
    10       13,207           5,944.74     7,523.50    9,545.69   12,126.04  
    11       14,917           6,459.65     8,349.44   10,839.05   14,107.66  
    12       16,713           6,912.11     9,140.75   12,161.16   16,242.58  
    13       18,599           7,343.39     9,938.76   13,558.18   18,593.58  
    14       20,579           7,752.03    10,742.16   15,034.06   21,183.35  
    15       22,657           8,138.41    11,551.43   16,594.85   24,039.02  
    16       24,840           8,500.20    12,364.41   18,244.57   27,188.45  
    17       27,132           8,836.87    13,180.70   19,989.35   30,664.58  
    18       29,539           9,146.13    13,998.20   21,834.29   34,502.89  
    19       32,066           9,427.48    14,816.50   23,786.64   38,744.71  
    20       34,719           9,680.44    15,635.26   25,854.37   43,436.47  
                                                                             
30(Age 65)   69,761           9,718.86    23,020.71   54,704.87  128,894.48  
                                                                             
   

(1) Assumes net interest of 5% compounded annually.                          
                                                                             
(2) Assumes no policy loan has been made.                                    
                                                                             
The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical investment results are illustrative only and should not be deemed a
representation of past or future investment  results.  Actual investment results
may be more or less than those shown. The death benefit,  accumulated  value and
surrender value for a policy would be different from those shown if actual rates
of investment  return applicable to the policy averaged 0%, 4%, 8% or 12% over a
period of years,  but also fluctuated above or below that average for individual
policy years.  The death benefit,  accumulated  value and surrender  value for a
policy would also be different  from those  shown,  depending on the  investment
allocations  made to the  investment  divisions of the separate  account and the
different  rates  of  return  of the Fund  portfolios,  if the  actual  rates of
investment  return  applicable  to the policy  averaged  0%, 4%, 8% or 12%,  but
varied above or below that average for individual divisions.  No representations
can be made that these  hypothetical rates of return can be achieved for any one
year or sustained over any period of time.
    
                                                                               
<PAGE>
                 PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                           FLEX VARIABLE LIFE
PLANNED PREMIUM $1,000  MALE AGE 35 NON-SMOKER      Initial Face Amount $100,000
                          ASSUMING CURRENT CHARGES        Death Benefit Option 2

                              Accumulated Value (2)
                           Assuming Hypothetical Gross
                           Annual Investment Return of
                                             
  End of                          

         
   
   Year     Accumulated
  Policy   Premiums (1)      0%          4%          8%          12%     
                        (-1.37% Net) (2.57% Net) (6.52% Net)(10.47% Net) 
     1       $1,050       $100,691   $100,723    $100,755     $100,787   
     2        2,153        101,364    101,455     101,549      101,646   
     3        3,310        102,015    102,194     102,383      102,583   
     4        4,526        102,645    102,938     103,258      103,604   
     5        5,802        103,252    103,688     104,175      104,717   
     6        7,142        103,834    104,440     105,135      105,929   
     7        8,549        104,390    105,192     106,139      107,249   
     8       10,027        104,919    105,945     107,188      108,687   
     9       11,578        105,421    106,696     108,284      110,253   
    10       13,207        105,896    107,447     109,432      111,964   
    11       14,917        106,350    108,201     110,638      113,836   
    12       16,713        106,779    108,956     111,904      115,886   
    13       18,599        107,185    109,712     113,234      118,131   
    14       20,579        107,565    110,467     114,630      120,589   
    15       22,657        107,920    111,222     116,096      123,285   
    16       24,840        108,247    111,972     117,635      126,238   
    17       27,132        108,546    112,718     119,248      129,475   
    18       29,539        108,814    113,455     120,939      133,022   
    19       32,066        109,051    114,183     122,711      136,912   
    20       34,719        109,256    114,900     124,569      141,178   

30(Age 65)   69,761        108,531    120,224     147,979      214,245   
    


                              Accumulated Value (2)
                           Assuming Hypothetical Gross
                           Annual Investment Return of

   
  End of                         
   Year     Accumulated                                                  
  Policy   Premiums (1)       0%          4%          8%          12%    
                         (-1.37% Net) (2.57% Net) (6.52% Net) (10.47% Net)
     1       $1,050      $   690.95  $   722.74   $   754.66  $   786.64 
     2        2,153        1,363.51    1,454.93     1,549.21    1,646.13  
     3        3,310        2,014.94    2,193.77     2,383.15    2,582.95 
     4        4,526        2,644.54    2,938.42     3,258.00    3,604.12 
     5        5,802        3,251.62    3,688.01     4,175.41    4,717.43 
     6        7,142        3,833.52    4,439.63     5,135.03    5,929.35 
     7        8,549        4,389.57    5,192.31     6,138.59    7,249.15 
     8       10,027        4,919.14    5,945.08     7,187.92    8,687.08 
     9       11,578        5,420.62    6,695.90     8,283.94   10,253.39 
    10       13,207        5,896.37    7,446.76     9,431.74   11,963.62 
    11       14,917        6,349.72    8,200.69    10,637.83   13,836.03 
    12       16,713        6,778.99    8,955.75    11,903.92   15,885.47 
    13       18,599        7,184.52    9,711.96    13,233.93   18,130.48 
    14       20,579        7,564.63   10,467.33    14,629.96   20,589.42 
    15       22,657        7,919.69   11,221.83    16,096.31   23,284.70 
    16       24,840        8,247.06   11,972.41    17,634.46   26,237.90 
    17       27,132        8,546.12   12,717.94    19,248.06   29,474.95 
    18       29,539        8,814.28   13,455.26    20,938.93   33,022.41 
    19       32,066        9,050.98   14,183.14    22,711.05   36,911.73 
    20       34,719        9,255.65   14,900.33    24,568.71   41,177.64 
                                                                         
30(Age 65)   69,761        8,530.55   20,223.68    47,978.52  114,245.03 
    
                                                                         
<PAGE>
                               Surrender Value (2)
                           Assuming Hypothetical Gross
                           Annual Investment Return of
                       
   
  End of                 
   Year     Accumulated                                
  Policy   Premiums (1)       0%           4%          8%          12%         
                         (-1.37% Net)  (2.57% Net) (6.52% Net) (10.47% Net)    
     1       $1,050        $  363.95   $   395.74   $ 427.66    $  459.64      
     2        2,153         1,036.51     1,127.93   1,222.21     1,319.13      
     3        3,310         1,687.94     1,866.77    2,056.15    2,255.95      
     4        4,526         2,358.41     2,652.29    2,971.87    3,317.99      
     5        5,802         3,006.37     3,442.76    3,930.16    4,472.18      
     6        7,142         3,629.14     4,235.25    4,930.65    5,724.97      
     7        8,549         4,226.07     5,028.81    5,975.09    7,085.65      
     8       10,027         4,796.51     5,822.45    7,065.29    8,564.45      
     9       11,578         5,338.87     6,614.15    8,202.19   10,171.64      
    10       13,207         5,855.49     7,405.88    9,390.86   11,922.74      
    11       14,917         6,349.72     8,200.69   10,637.83   13,836.03      
    12       16,713         6,778.99     8,955.75   11,903.92   15,885.47      
    13       18,599         7,184.52     9,711.96   13,233.93   18,130.48      
    14       20,579         7,564.63    10,467.33   14,629.96   20,589.42      
    15       22,657         7,919.69    11,221.83   16,096.31   23,284.70      
    16       24,840         8,247.06    11,972.41   17,634.46   26,237.90      
    17       27,132         8,546.12    12,717.94   19,248.06   29,474.95      
    18       29,539         8,814.28    13,455.26   20,938.93   33,022.41      
    19       32,066         9,050.98    14,183.14   22,711.05   36,911.73      
    20       34,719         9,255.65    14,900.33   24,568.71   41,177.64      
                                                                               
30(Age 65)   69,761         8,530.55    20,223.68   47,978.52  114,245.03      
                         

(1) Assumes net interest of 5% compounded  annually.  

(2) Assumes no policy loan has been made. 

The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical investment results are illustrative only and should not be deemed a
representation of past or future investment  results.  Actual investment results
may be more or less than those shown. The death benefit,  accumulated  value and
surrender value for a policy would be different from those shown if actual rates
of investment  return applicable to the policy averaged 0%, 4%, 8% or 12% over a
period of years,  but also fluctuated above or below that average for individual
policy years.  The death benefit,  accumulated  value and surrender  value for a
policy would also be different  from those  shown,  depending on the  investment
allocations  made to the  investment  divisions of the separate  account and the
different  rates  of  return  of the Fund  portfolios,  if the  actual  rates of
investment  return  applicable  to the policy  averaged  0%, 4%, 8% or 12%,  but
varied above or below that average for individual divisions.  No representations
can be made that these  hypothetical rates of return can be achieved for any one
year or sustained over any period of time.
    

<PAGE>
                      PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                              FLEX VARIABLE LIFE
 PLANNED PREMIUM $1,000    MALE AGE 35 NON-SMOKER   Initial Face Amount $100,000
                        ASSUMING  GUARANTEED CHARGES      Death Benefit Option 1

                              Accumulated Value (2)
                           Assuming Hypothetical Gross
                           Annual Investment Return of
                                       
   
  End of                                      
   Year     Accumulated
  Policy   Premiums (1)      0%          4%          8%          12%     
                        (-1.52% Net) (2.42% Net) (6.36% Net)(10.30% Net) 
    1    $    1,050      $100,000    $100,000    $100,000     $100,000   
    2         2,153       100,000     100,000     100,000      100,000   
    3         3,310       100,000     100,000     100,000      100,000   
    4         4,526       100,000     100,000     100,000      100,000   
    5         5,802       100,000     100,000     100,000      100,000   
    6         7,142       100,000     100,000     100,000      100,000   
    7         8,549       100,000     100,000     100,000      100,000   
    8        10,027       100,000     100,000     100,000      100,000   
    9        11,578       100,000     100,000     100,000      100,000   
    10       13,207       100,000     100,000     100,000      100,000   
    11       14,917       100,000     100,000     100,000      100,000   
    12       16,713       100,000     100,000     100,000      100,000   
    13       18,599       100,000     100,000     100,000      100,000   
    14       20,579       100,000     100,000     100,000      100,000   
    15       22,657       100,000     100,000     100,000      100,000   
    16       24,840       100,000     100,000     100,000      100,000   
    17       27,132       100,000     100,000     100,000      100,000   
    18       29,539       100,000     100,000     100,000      100,000   
    19       32,066       100,000     100,000     100,000      100,000   
    20       34,719       100,000     100,000     100,000      100,000   

30(Age 65)   69,761       100,000     100,000     100,000      144,232   
    

                              Accumulated Value (2)
                           Assuming Hypothetical Gross
                           Annual Investment Return of

   
  End of                         
   Year     Accumulated                                                 
  Policy   Premiums (1)      0%          4%          8%          12%    
                        (-1.52% Net) (2.42% Net) (6.36% Net)(10.30% Net)
    1      $  1,050      $  686.19  $   717.92   $  749.72   $  781.56  
    2         2,153       1,354.32    1,445.51    1,539.33    1,635.78  
    3         3,310       2,001.84    2,180.18    2,368.58    2,567.35  
    4         4,526       2,628.21    2,921.30    3,239.26    3,583.62  
    5         5,802       3,232.92    3,668.27    4,153.35    4,692.79  
    6         7,142       3,813.54    4,418.54    5,111.02    5,901.98  
    7         8,549       4,369.66    5,171.51    6,114.52    7,221.23  
    8        10,027       4,900.82    5,926.57    7,166.31    8,661.70  
    9        11,578       5,405.67    6,682.17    8,268.11   10,234.92  
    10       13,207       5,882.88    7,436.78    9,421.85   11,953.82  
    11       14,917       6,330.22    8,187.93   10,628.78   13,832.01  
    12       16,713       6,746.42    8,934.06   11,891.30   15,885.75  
    13       18,599       7,130.23    9,673.64   13,212.10   18,133.29  
    14       20,579       7,479.51   10,404.21   14,593.28   20,594.35  
    15       22,657       7,792.11   11,123.29   16,037.30   23,291.18  
    16       24,840       8,064.09   11,826.60   17,545.26   26,247.40  
    17       27,132       8,290.65   12,508.95   19,117.78   29,489.19  
    18       29,539       8,466.09   13,164.18   20,755.13   33,045.88  
    19       32,066       8,583.83   13,785.21   22,457.19   36,950.62  
    20       34,719       8,638.18   14,365.67   24,225.22   41,242.47  

30(Age 65)   69,761       3,879.91   15,928.14   46,033.42  118,222.74  
    
<PAGE>
                               Surrender Value (2)
                           Assuming Hypothetical Gross
                           Annual Investment Return of

   
  End of                 
   Year     Accumulated                                                 
  Policy   Premiums (1)      0%           4%          8%          12%   
                        (-1.52% Net)  (2.42% Net) (6.36% Net)(10.30% Net)
    1       $ 1,050       $  359.19    $  390.92   $  422.72   $  454.56
    2         2,153        1,027.32     1,118.51    1,212.33    1,308.78
    3         3,310        1,674.84     1,853.18    2,041.58    2,240.35
    4         4,526        2,342.08     2,635.17    2,953.13    3,297.49
    5         5,802        2,987.67     3,423.02    3,908.10    4,447.54
    6         7,142        3,609.16     4,214.16    4,906.64    5,697.60
    7         8,549        4,206.16     5,008.01    5,951.02    7,057.73
    8        10,027        4,778.19     5,803.94    7,043.68    8,539.07
    9        11,578        5,323.92     6,600.42    8,186.36   10,153.17
    10       13,207        5,842.00     7,395.90    9,380.97   11,912.94
    11       14,917        6,330.22     8,187.93   10,628.78   13,832.01
    12       16,713        6,746.42     8,934.06   11,891.30   15,885.75
    13       18,599        7,130.23     9,673.64   13,212.10   18,133.29
    14       20,579        7,479.51    10,404.21   14,593.28   20,594.35
    15       22,657        7,792.11    11,123.29   16,037.30   23,291.18
    16       24,840        8,064.09    11,826.60   17,545.26   26,247.40
    17       27,132        8,290.65    12,508.95   19,117.78   29,489.19
    18       29,539        8,466.09    13,164.18   20,755.13   33,045.88
    19       32,066        8,583.83    13,785.21   22,457.19   36,950.62
    20       34,719        8,638.18    14,365.67   24,225.22   41,242.47

30(Age 65)   69,761        3,879.91    15,928.14   46,033.42  118,222.74

(1) Assumes net interest of 5% compounded  annually.  

(2) Assumes no policy loan has been made. 

The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical investment results are illustrative only and should not be deemed a
representation of past or future investment  results.  Actual investment results
may be more or less than those shown. The death benefit,  accumulated  value and
surrender value for a policy would be different from those shown if actual rates
of investment  return applicable to the policy averaged 0%, 4%, 8% or 12% over a
period of years,  but also fluctuated above or below that average for individual
policy years.  The death benefit,  accumulated  value and surrender  value for a
policy would also be different  from those  shown,  depending on the  investment
allocations  made to the  investment  divisions of the separate  account and the
different  rates  of  return  of the Fund  portfolios,  if the  actual  rates of
investment  return  applicable  to the policy  averaged  0%, 4%, 8% or 12%,  but
varied above or below that average for individual divisions.  No representations
can be made that these  hypothetical rates of return can be achieved for any one
year or sustained over any period of time.
    

<PAGE>
                  PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                            FLEX VARIABLE LIFE
 PLANNED PREMIUM $1,000   MALE AGE 35 NON-SMOKER    Initial Face Amount $100,000
                       ASSUMING GUARANTEED CHARGES     Death Benefit Option 2

                              Accumulated Value (2)
                           Assuming Hypothetical Gross
                           Annual Investment Return of
                                        
   
  End of                               
   Year     Accumulated
  Policy   Premiums (1)      0%          4%          8%          12%     
                        (-1.52% Net) (2.42% Net) (6.36% Net)(10.30% Net) 
     1        1,050       $100,685    $100,717    $100,748    $100,780   
     2        2,153        101,350     101,441     101,535     101,631   
     3        3,310        101,994     102,171     102,359     102,557   
     4        4,526        102,614     102,906     103,222     103,564   
     5        5,802        103,212     103,644     104,125     104,661   
     6        7,142        103,783     104,383     105,069     105,852   
     7        8,549        104,328     105,121     106,053     107,147   
     8       10,027        104,846     105,858     107,081     108,556   
     9       11,578        105,335     106,592     108,152     110,087   
    10       13,207        105,794     107,320     109,268     111,752   
    11       14,917        106,220     108,039     110,428     113,561   
    12       16,713        106,612     108,748     111,633     115,527   
    13       18,599        106,968     109,443     112,883     117,664   
    14       20,579        107,287     110,121     114,178     119,985   
    15       22,657        107,564     110,780     115,519     122,508   
    16       24,840        107,797     111,413     116,903     125,248   
    17       27,132        107,979     112,013     118,326     128,220   
    18       29,539        108,105     112,574     119,783     131,442   
    19       32,066        108,168     113,085     121,269     134,930   
    20       34,719        108,161     113,539     122,779     138,704   

30(Age 65)   69,761        102,559     112,436     137,137     197,824   
    

                              Accumulated Value (2)
                           Assuming Hypothetical Gross
                           Annual Investment Return of

   
  End of                     
   Year     Accumulated                                                
  Policy   Premiums (1)     0%          4%          8%          12%    
                       (-1.52% Net) (2.42% Net) (6.36% Net)(10.30% Net)
     1        1,050     $  684.79  $   716.46   $   748.20  $   779.99 
     2        2,153      1,350.24    1,441.15     1,534.67    1,630.81 
     3        3,310      1,993.68    2,171.21     2,358.76    2,556.62 
     4        4,526      2,614.44    2,905.77     3,221.81    3,564.07 
     5        5,802      3,211.88    3,643.93     4,125.28    4,660.51 
     6        7,142      3,783.39    4,382.73     5,068.62    5,851.96 
     7        8,549      4,328.35    5,121.17     6,053.35    7,147.14 
     8       10,027      4,846.19    5,858.23     7,081.06    8,555.67 
     9       11,578      5,335.33    6,591.86     8,152.42   10,087.13 
    10       13,207      5,794.22    7,319.94     9,268.12   11,752.07 
    11       14,917      6,220.36    8,039.29    10,427.90   13,561.06 
    12       16,713      6,612.24    8,747.70    11,632.49   15,526.85 
    13       18,599      6,968.42    9,442.85    12,882.66   17,663.46 
    14       20,579      7,286.46   10,121.39    14,178.22   19,985.32 
    15       22,657      7,563.96   10,779.89    15,518.95   22,508.37 
    16       24,840      7,796.58   11,412.79    16,902.55   25,248.03 
    17       27,132      7,979.05   12,013.38    18,325.54   28,220.29 
    18       29,539      8,105.20   12,573.81    19,783.20   31,441.73 
    19       32,066      8,167.94   13,084.99    21,269.44   34,929.57 
    20       34,719      8,161.29   13,538.64    22,778.85   38,703.87 
                                                                       
30(Age 65)   69,761      2,558.82   12,436.06    37,136.77   97,824.21 
    
<PAGE>

                               Surrender Value (2)
                           Assuming Hypothetical Gross
                           Annual Investment Return of

   
  End of                    
   Year     Accumulated                                                 
  Policy   Premiums (1)     0%           4%          8%          12%    
                       (-1.52% Net)  (2.42% Net) (6.36% Net)(10.30% Net)
     1        1,050      $  357.79   $   389.46   $  421.20  $   452.99 
     2        2,153       1,023.24     1,114.15    1,207.67    1,303.81 
     3        3,310       1,666.68     1,844.21    2,031.76    2,229.62 
     4        4,526       2,328.31     2,619.64    2,935.68    3,277.94 
     5        5,802       2,966.63     3,398.68    3,880.03    4,415.26 
     6        7,142       3,579.01     4,178.35    4,864.24    5,647.58 
     7        8,549       4,164.85     4,957.67    5,889.85    6,983.64 
     8       10,027       4,723.56     5,735.60    6,958.43    8,433.04 
     9       11,578       5,253.58     6,510.11    8,070.67   10,005.38 
    10       13,207       5,753.34     7,279.06    9,227.24   11,711.19 
    11       14,917       6,220.36     8,039.29   10,427.90   13,561.06 
    12       16,713       6,612.24     8,747.70   11,632.49   15,526.85 
    13       18,599       6,968.42     9,442.85   12,882.66   17,663.46 
    14       20,579       7,286.46    10,121.39   14,178.22   19,985.32 
    15       22,657       7,563.96    10,779.89   15,518.95   22,508.37 
    16       24,840       7,796.58    11,412.79   16,902.55   25,248.03 
    17       27,132       7,979.05    12,013.38   18,325.54   28,220.29 
    18       29,539       8,105.20    12,573.81   19,783.20   31,441.73 
    19       32,066       8,167.94    13,084.99   21,269.44   34,929.57 
    20       34,719       8,161.29    13,538.64   22,778.85   38,703.87 
                                                                        
30(Age 65)   69,761       2,558.82    12,436.06   37,136.77   97,824.21 

(1) Assumes net interest of 5% compounded  annually.  

(2) Assumes no policy loan has been made. 

The death benefit, accumulated value and surrender value will differ if premiums
are  paid in  different  amounts  or  frequencies.  It is  emphasized  that  the
hypothetical investment results are illustrative only and should not be deemed a
representation of past or future investment  results.  Actual investment results
may be more or less than those shown. The death benefit,  accumulated  value and
surrender value for a policy would be different from those shown if actual rates
of investment  return applicable to the policy averaged 0%, 4%, 8% or 12% over a
period of years,  but also fluctuated above or below that average for individual
policy years.  The death benefit,  accumulated  value and surrender  value for a
policy would also be different  from those  shown,  depending on the  investment
allocations  made to the  investment  divisions of the separate  account and the
different  rates  of  return  of the Fund  portfolios,  if the  actual  rates of
investment  return  applicable  to the policy  averaged  0%, 4%, 8% or 12%,  but
varied above or below that average for individual divisions.  No representations
can be made that these  hypothetical rates of return can be achieved for any one
year or sustained over any period of time.

                          PART II. OTHER INFORMATION


                           UNDERTAKING TO FILE REPORTS
Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  Registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents  and reports as may be  prescribed  by any rule or  regulation  of the
Commission heretofore or hereafter adopted under the authority conferred in that
section.

                        UNDERTAKING PURSUANT TO RULE 484
Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Registrant,  the  Registrant  has  been  advised  that  in  the  opinion  of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  had been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


<PAGE>
                    REPRESENTATIONS PURSUANT TO RULE 6e-3(T) This filing is made
pursuant to Rules 6c-3 and  6e-3(T)  under the  Investment  Company Act of 1940.
Registrant  elects  to  be  governed  by  Rule  6e-3(T)(b)(13)(i)(A)  under  the
Investment  Company Act of 1940,  with respect to the Policies  described in the
prospectus. Registrant makes the following representations:
          (1)   Section 6e-3(T)(b)(13)(iii)(F) has been relied upon.

          (2)   The level of the  mortality  and expense  risks charge is within
                the range of industry practice for comparable contracts.

          (3)   The   Registrant  has  concluded  that  there  is  a  reasonable
                likelihood that the distribution  financing  arrangement for the
                Variable Life Separate Account will benefit the separate account
                and  policyowners,  and it will keep and make  available  to the
                Commission  on request a memorandum  setting forth the basis for
                this representation.

          (4)   The  Variable  Life   Separate   Account  will  invest  only  in
                management  investment companies which have undertaken to have a
                board  of  directors,  a  majority  of whom  are not  interested
                persons of the  Company,  formulate  and  approve any plan under
                Rule 12b-1 to finance distribution expenses.

The methodology used to support the  representation  made in paragraph (2) above
is based upon an analysis of the mortality  and expense risks charges  contained
in other  variable life  insurance  policies,  including  scheduled and flexible
premium  products.  Registrant  undertakes  to keep  and make  available  to the
Commission  on request  the  documents  used to support  the  representation  in
paragraph (2) above.


<PAGE>
                       CONTENTS OF REGISTRATION STATEMENT


This registration statement comprises the following papers and documents:

     The facing sheet;

     The prospectus, consisting of 78 pages;

     The undertaking to file reports;

     The undertaking pursuant to Rule 484;

     Representations pursuant to Rule 6e-3(T);

     The signatures;

     Written consents of the following persons:

          Ernst & Young LLP

     The following exhibits

1.                  Copies  of  all  exhibits  required  by  paragraph  A of the
                    instructions  as to  exhibits  in Form  N-8B-2 are set forth
                    below under designations based on such instructions

1.A1                Resolution  of Executive  Committee of Board of Directors of
                    Principal  Mutual Life Insurance  Company  establishing  the
                    Variable Life Separate Account

1.A3A.a             Distribution  Agreement between Princor  Financial  Services
                    Corporation and Principal Mutual Life Insurance Company

1.A3B.a             Form of Selling Agreement

1.A3B.b             Registered Representative Agreement

1.A3C               Schedule of sales commissions

1.A5.a              Form of Flex Variable Life Policy

1.A5.a.i            Cost of Living Increase Rider

1.A5.a.ii           Waiver of Monthly Deductions Rider

1.A5.a.iii          Guaranteed Increase Option Rider

1.A5.a.iv           Accidental Death Benefit Rider

1.A5.a.v            Children Term Insurance Rider

1.A5.a.vi           Spouse Term Insurance Rider

1.A5.a.vii          Change of Insured Rider

1.A5.a.viii         Death Benefit Guarantee Rider

1.A5.a.ix           Accounting Benefit Rider

1.A5.a.x            Accelerated Benefits Rider

1.A5.b              Form of Flex Variable Life Policy - Unisex Version

1.A5.b.i            Cost of Living Increase Rider

1.A5.b.ii           Waiver of Monthly Deductions Rider

1.A5.b.iii          Guaranteed Increase Option Rider

1.A5.b.iv           Accidental Death Benefit Rider

1.A5.b.v            Children Term Insurance Rider

1.A5.b.vi           Spouse Term Insurance Rider

1.A5.b.vii          Change of Insured Rider

1.A5.b.viii         Death Benefit Guarantee Rider

1.A5.b.ix           Accounting Benefit Rider

1.A5.b.x            Accelerated Benefits Rider

1.A6.a              Articles of Incorporation, as Amended of Principal Mutual
                    Life Insurance Company

1.A6.b              By-laws of Principal Mutual Life Insurance Company

1.A10.a             Form of Application for Flex Variable Life Policy

1.A10.b             Form of Supplemental Application for Flex Variable
                    Life Policy

2.                  Opinion of consent of T. M. Hutchison, Senior Vice President
                    and General Counsel

3.                  No financial statements will be omitted from the prospectus
                    pursuant to Instruction 1(b) or (c) or Part I

4.                  Not applicable

5.                  Not applicable

6.                  Consent of Ernst & Young LLP

7.                  Description of Issuance, Transfer and Redemption Procedures
                    Pursuant to Rule 6e-3(T)(b)(12)(iii)

8.                  Powers of Attorney of Directors of Principal Mutual Life
                    Insurance Company

9.                  Opinion of Consent of Lisa Huebert, Senior Actuary


<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment Company Act of 1940, the Registrant,  Principal Mutual Life Insurance
Company Variable Life Separate Account, certifies that it meets the requirements
of Securities Act Rule 485(b) for  effectiveness of the  Registration  Statement
and has duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned  thereto duly authorized in the city of Des Moines
and State of Iowa, on the 11th day of April, 1996.

                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                     VARIABLE LIFE SEPARATE ACCOUNT

                                     (Registrant)


                     By:  PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

                                     (Depositor)

                                    DAVID J. DRURY
                     By ______________________________________________
                        David J. Drury Chairman and Chief Executive
Officer

Attest:

         JOYCE N. HOFFMAN
- -----------------------------------
Joyce N. Hoffman
Vice President and
  Corporate Secretary



<PAGE>


As required by the  Securities Act of 1933,  this Amendment to the  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.

Signature                                Title                         Date


                                   Director, Chairman and
D. J. Drury                        Chief Executive Officer        April 11, 1996



                                   Second Vice President and
D. C. Cunningham                   Controller (Principal
                                   Accounting Officer)            April 11, 1996

                                   Executive Vice
C. E. Rohm                         President (Principal
                                   Financial Officer)             April 11, 1996


(M. V. Andringa)*                   Director                      April 11, 1996
M. V. Andringa


(R. M. Davis)*                      Director                      April 11, 1996
R. M. Davis


(C. D. Gelatt, Jr.)*                Director                      April 11, 1996
C. D. Gelatt, Jr.


(G. D. Hurd)*                       Director                      April 11, 1996
G. D. Hurd


(T. M. Hutchison)*                  Director                      April 11, 1996
T. M. Hutchison


(C.S. Johnson)*                     Director                      April 11, 1996
C.S. Johnson


(W. T. Kerr)*                       Director                      April 11, 1996
W. T. Kerr


(L. Liu)*                           Director                      April 11, 1996
L. Liu


(V. H. Loewenstein)*                Director                      April 11, 1996
V. H. Loewenstein


(J. R. Price)*                      Director                      April 11, 1996
J. R. Price


(B. A. Rice)*                       Director                      April 11, 1996
B. A. Rice


(J-P. C. Rosso)*                    Director                      April 11, 1996
J-P. C. Rosso


(D. M. Stewart)*                    Director                      April 11, 1996
D. M. Stewart


(E. E. Tallett)*                    Director                      April 11, 1996
E. E. Tallett


(D. D. Thornton)*                   Director                      April 11, 1996
D. D. Thornton


(F. W. Weitz)*                      Director                      April 11, 1996
F. W. Weitz

                                          DAVID J. DRURY
                  *By ----------------------------------------
                                      David J. Drury
                      Chairman and Chief Executive Officer


                                      ----------------------------------------
                                      Pursuant to Powers of Attorney
                       Previously Filed or Included Herein

<PAGE>
                                    EXHIBITS

<TABLE>
<CAPTION>
                                  EXHIBIT INDEX


                                                                                            Page Number in
                                                                                            Sequential Numbering
Exhibit No.                          Description                                      Where Exhibit Can Be Found

<S>                                <C>                                                            <C>
  1.A1                             Resolution of Executive Committee                              16
                                   of Board of Directors of Depositor
                                   establishing Variable Life Separate
                                   Account

  1.A3A.a                          Distribution Agreement Between                                 19
                                   Depositor and Principal Underwriter

  1.A3B.a                          Form of Selling Agreement                                      22

  1.A3B.b                          Registered Representative Agreement                            24

  1.A3C                            Schedule of Sales Commissions                                  27

  1.A5.a                           Flex Variable Life Policy                                      30

  1.A5.a.i                         Cost of Living Increase Rider                                  52

  1.A5.a.ii                        Waiver of Monthly Deductions Rider                             54

  1.A5.a.iii                       Guaranteed Increase Option Rider                               57

  1.A5.a.iv                        Accidental Death Benefit Rider                                 59

  1.A5.a.v                         Children Term Insurance Rider                                  61

  1.A5.a.vi                        Spouse Term Insurance Rider                                    63

  1.A5.a.vii                       Change of Insured Rider                                        65

  1.A5.a.viii                      Death Benefit Guarantee Rider                                  67

  1.A5.a.ix                        Accounting Benefit Rider                                       69

  1.A5.a.x                         Accelerated Benefits Rider                                     70

  1.A5.b                           Flex Variable Life Policy - Unisex Version                     72

  1.A5.b.i                         Cost of Living Increase Rider.                                 95

  1.A5.b.ii                        Waiver of Monthly Deductions Rider                             97

  1.A5.b.iii                       Guaranteed Increase Option Rider                               100

  1.A5.b.iv                        Accidental Death Benefit Rider                                 102

  1.A5.b.v                         Children Term Insurance Rider                                  104

  1.A5.b.vi                        Spouse Term Insurance Rider                                    106

  1.A5.b.vii                       Change of Insured Rider                                        108

  1.A5.b.viii                      Death Benefit Guarantee Rider                                  110

  1.A5.b.ix                        Accounting Benefit Rider                                       112

  1.A5.b.x                         Accelerated Benefit Rider                                      113

  1.A6.a                           Articles of Incorporation, as Amended,                         115
                                   of Depositor

  1.A6.b                           By-laws of Depositor                                           118

  1.A10.a                          Form of Application for the Flex                               122
                                   Variable Life Policy

  1.A10.b                          Form of Supplemental Application                               129
                                   For the Flex Variable Life Policy

  2                                Opinion and consent of T. M. Hutchison                         132
                                   Senior Vice President and General Counsel

  6                                Consent of Ernst & Young LLP                                   133

  7                                Description of Issuance, Transf and Redemption                 134
                                   Procedures Pursuant to Rule 6e-3(T)(b)(12)(iii)

  8                                Powers of Attorney of Directors of                             142
                                   Principal Mutual Life Insurance
                                   Company.

  9                                Opinion and consent of Lisa Huebert,                           149
                                   Senior Actuary

 27                                Financial Data Schedules                                       150
</TABLE> 

    

Executive Committee Resolution #3120 (passed November 2, 1987)



         RESOLVED  that  Board  Resolution  No.  12324  of August  19, 1985,  is
replaced and superseded as follows:

         WHEREAS,  Principal  Mutual  Life  Insurance  Company  intends to issue
individual variable life insurance policies for which a separate account must be
established;

         WHEREAS,  payments under these policies  may  be  allocated by policy-
owners to one or more investment alternatives;

         NOW,  THEREFORE,  BE IT  RESOLVED,  that  there is hereby  created  and
established  a  separate  account,  to be known as the  Variable  Life  Separate
Account,  for the receipt of payments under variable life insurance  policies to
be issued by the Company.

         BE IT FURTHER  RESOLVED,  that there are  hereby  established,  for the
purpose  of  providing   alternate   investment   choices  for   variable   life
policyowners,  six separate divisions within the Variable Life Separate Account,
an Aggressive Growth Division,  a Bond Division, a Common Stock Division, a High
Yield Division,  a Managed Division and a Money Market Division.  All income and
expenses  and all gains or losses,  whether or not  realized,  experienced  with
respect to assets for policies  participating in a division of the Variable Life
Separate  Account  shall  be  credited  to  or  charged  against  those  assets,
unaffected by income and expenses or gains or losses experienced with respect to
assets for any other  division of the Variable  Life  Separate  Account,  or any
other separate account, or the general account of the Company.

         BE IT FURTHER RESOLVED,  that the appropriate  officers of the Company,
as shall be  designated  by the  President or Chairman of the Board,  are hereby
authorized  and directed to prepare,  execute and file with the  Securities  and
Exchange  Commission in accordance  with the provisions of the Securities Act of
1933, as amended,  a registration  statement or statements,  and such amendments
thereto as may be  necessary  or  appropriate,  relating to such  variable  life
insurance contracts.

         BE IT FURTHER  RESOLVED,  that the  officers so  designated  are hereby
authorized  if necessary to prepare,  execute and file with the  Securities  and
Exchange  Commission in accordance with the provisions of the Investment Company
Act of 1940,  as amended,  a  registration  statement  or  statements,  and such
amendments  thereto as may be  necessary or  appropriate,  relating to such unit
investment trust or trusts.

         BE IT FURTHER  RESOLVED,  that the  officers so  designated  are hereby
authorized to take such further  action as in their judgment may be necessary or
desirable to effect the  registration of such variable life insurance  contracts
and of such unit investment trust or trusts.

<PAGE>

Board Resolution #12503 (passed February 22-23, 1988)



          RESOLVED,  that Board  Resolution No. 12057,  October 18-19,  1982, is
amended and superseded by the following resolution,  and all references in other
resolutions to that resolution, or resolutions which it replaced, are amended to
refer to this superseding resolution:

          BE IT  RESOLVED,  that  either  the Chief  Executive  Officer,  or the
President,  is  authorized  to  designate  officers who shall have the power and
authority,  acting directly or through other officers and employees to whom they
may delegate the power and authority:

          1.  To prepare an issue or amend appropriate individual life policies,
              annuity  contracts,  disability  and  double  indemnity  riders or
              contracts,  and  settlement  option  contracts;  to determine  the
              appropriate plans of insurance,  contracts, riders, amendments and
              benefits  to be  offered;  to  determine  underwriting  practices,
              including    exclusions,    restrictions,    amount   limits   and
              classification of risks; to determine  premiums,  fees or charges,
              non-forfeiture  values,  and  policy  loan  rates;  to  administer
              benefit  payments;  and to make  recommendations  with  respect to
              dividends  to  be  paid  in  connection   with  such  policies  or
              contracts.

          2.  To  prepare  and  issue or  amend  appropriate  individual  health
              policies or  contracts;  to  determine  the  appropriate  plans of
              insurance,  contracts,  riders,  amendments  and  benefits  to  be
              offered;   to   determine   underwriting   practices,    including
              exclusions,  restrictions,  amount  limits and  classification  of
              risks;   to   determine   the   premiums,   fees  or  charges  and
              non-forfeiture values; to administer benefit payments; and to make
              recommendations with respect to dividends to be paid in connection
              with such policies or contracts.

          3.  To prepare and issue or amend appropriate group policies,
              contracts, riders, amendments and other forms, including, but not
              limited to, life plans, disability benefit plans, health plans,
              dental plans, annuity plans and all other forms and plans,
              contracts or agreements pertaining to or utilized in connection
              with pension, profit sharing and other deferred compensation
              plans; to determine the plans and benefits to be offered which may
              include coverage on dependents as well as the participants in the
              plans; to determine the underwriting practices, including the
              exclusions, restrictions, amount limits, and classification of
              risks; to determine premiums, fees or charges and values; to
              administer benefit payments; and to make recommendations with
              respect to dividends to be paid in connection with such
              policies or contracts.

          4.  To  prepare,  issue  or  amend  appropriate  individual  or  group
              contracts,  policies or annuities providing for a separate account
              or accounts and to establish, maintain, amend and discontinue such
              account or accounts as are deemed necessary or advisable.

          5.  To enter into reinsurance and coinsurance  contracts and treaties;
              to take such  actions as are required to  liberalize,  restrict or
              otherwise change benefits,  values and underwriting practices with
              respect to any class or classes  of persons or  policyholders;  to
              cause the general account or any account maintained by the Company
              to be segmented for the purposes of crediting  investment  results
              separately to any class or classes of policyholders; to enter into
              contracts or agreements  wherein the Company undertakes to provide
              formed  insurance  companies or other  subsidiaries,  the stock of
              which will be owned directly or indirectly by the Company.

          6.  To do those other  things  deemed  necessary or desirable to carry
              out the business of Principal Mutual Life Insurance Company within
              the powers of the corporation.

          BE IT FURTHER  RESOLVED,  that either the  corporate  secretary or the
general  counsel is authorized to certify the powers of the  corporation and the
powers and authority of the officers or employees.

<PAGE>

MEMORANDUM

January 3, 1996

TO        Dave Drury, Officers, S-6, x7-5921

FROM      John Aschenbrenner, Ind. Staff, G-12, x7-5927

RE        New Divisions for Variable Life Separate Account


     In accordance with Principal Mutual Life Insurance Company Board Resolution
No. 12503 passed  February 22, 1988, I have created the  following new divisions
for the Variable Life Separate  Account to reflect the funding options that will
be utilized by the variable life insurance policy Principal Mutual will issue in
the near future:

          1. Aggressive Growth Division;

          2. Asset Allocation Division;

          3. Government Securities Division;

          4. Growth Division;

          5. World Division;

          6. Fidelity Contrafund Division;

          7. Fidelity Equity Income Division; and

          8. Fidelity High-Income Division.

     In addition,  I have directed that the name of the Common Stock Division be
changed  to the  Capital  Accumulation  Division  and the  name of the  existing
Aggressive Growth Division be changed to the Emerging Growth Division.




- -----------------------------------------
John Aschenbrenner

JA/sal

cc        Barry Griswell


                 FIRST AMENDMENT TO DISTRIBUTION AGREEMENT FOR
                    FLEXIBLE VARIABLE LIFE INSURANCE POLICY

THIS  AMENDMENT  is made this 29th day of  September,  1989,  between  Principal
Mutual Life Insurance Company ("Principal Mutual"), and Princor Financial
Services Corporation ("Princor").

WHEREAS, a Distribution  Agreement for Flexible Variable Life Insurance Policies
was entered into between the parties on October 9, 1987; and

WHEREAS,  the  parties  now  desire  to  amend  such  agreement  to add  certain
provisions   with   respect  to  the   distribution   of   Policies  by  outside
broker-dealers.

NOW, THEREFORE, the parties agree as follows:

1.   Paragraph  9 of the  Distribution  Agreement  is hereby  amended to add the
     following sentence to the end of the current paragraph:

          At  the  request  of  Princor   and  solely  for  the   administrative
          convenience of the parties hereto, Principal Mutual may pay the dealer
          concession  or  other  compensation  allowable  for  the  sale  of the
          Policies   directly   to   the   broker-dealer   or   its   registered
          representatives,  in which case  Princor will  nonetheless  bear legal
          responsibility for the accuracy of records kept of such transactions.

2.   Paragraph 9 of the  Distribution  Agreement is hereby amended to change the
     reference in the third sentence from "Paragraph 5" to "Paragraph 4".


IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
on the day and year written above.

                                         PRINCIPAL MUTUAL LIFE INSURANCE COMPANY


                               JOHN ASCHENBRENNER
                     By-------------------------------------

                                          PRINCOR FINANCIAL SERVICES CORPORATION


                                                      BRIAN NYGAARD
                                         By-------------------------------------
<PAGE>


                             DISTRIBUTION AGREEMENT



        THIS  DISTRIBUTION  AGREEMENT  is made  this 4th day of  October,  1987,
between Principal Mutual Life Insurance Company ("Principal  Mutual"),  a mutual
life  insurance  company  organized  under  the laws of the  State of Iowa,  and
Princor Financial Services Corporation ("Princor"), an affiliate of Principal
Mutual organized under the laws of the State of Iowa.


                                   WITNESSETH

        WHEREAS, Principal Mutual has established Variable Life Separate Account
("Separate  Account")  and  registered  such  Separate  Account as an investment
company under the Investment Company Act of 1940 to fund variable life insurance
policies ("Policies") issued by Principal Mutual Life Insurance Company;

        WHEREAS,   Princor  is  registered  with  the  Securities  and  Exchange
Commission as a broker-dealer under the Securities Exchange Act of 1934 and is a
member of the National Association of Securities Dealers, Inc.; and

     WHEREAS,  Principal Mutual desires to issue certain variable life insurance
polies with respect to the Separate  Account which will be sold and  distributed
by and  through  Princor,  and  Princor is willing to sell and  distribute  such
Policies under the terms and conditions stated herein;

        NOW, THEREFORE, the parties agree as follows:

     1. Principal Mutual hereby appoints Princor as the principal underwriter of
the Policies issued with respect to the Separate Account,  and Princor agrees to
use its best efforts to sell and distribute the Policies  through its registered
representatives or through other broker-dealers  registered under the Securities
and Exchange Act of 1934 whose  registered  representatives  are  authorized  by
applicable law to sell variable life insurance policies.

     2. All  payments  and other  monies  payable  upon the sale,  distribution,
renewal or other transaction involving the Policies shall be the property of and
be paid or remitted  directly to  Principal  Mutual,  who shall  retain all such
payments and monies for its own account  except to the extent such  payments and
monies are  allocated to the Separate  Account.  Princor  shall not be deemed to
have any interest in such payments.

     3. For the  administrative  convenience  of the parties,  Principal  Mutual
shall pay to the registered representatives of Princor the commissions earned on
the sale,  distribution,  renewal or other transaction involving the Policies as
determined  in the  attached  Commission  Schedule,  and  provide  Princor  with
accurate records of all such commissions paid on its behalf;

     4.  Principal  Mutual  shall pay to Princor an amount equal to the expenses
incurred by Princor in the performance of this Agreement.  Princor shall provide
a statement of expenses to Principal Mutual at least semi-annually in a form and
manner agreed to by the parties.

     5. Princor shall be solely  responsible  for the supervision and control of
the conduct and activities of its registered  representatives with regard to the
sale and distribution of the Policies.

     6. Principal  Mutual shall assume the  responsibility,  including the costs
thereof,  for all administrative and legal functions  pertaining to the Policies
not otherwise  specifically assumed by Princor in this agreement,  including but
not limited to the  following:  filing of any policies  with a state  securities
commission  as required by  applicable  state  securities  (Blue Sky) laws;  the
preparation,  printing and filing of prospectuses; the development,  filing, and
compliance  with  federal  and  state  securities  laws and  regulations  of the
Separate Account; contract development; SEC registration;  filing and compliance
with  state  insurance  laws and  regulations;  underwriting;  policy  issue and
policyowner service functions;  developing sales and promotional  material;  and
training agents.

     7. Principal  Mutual will prepare and maintain all the books and records in
connection  with the offer and sales of variable life  insurance  policies which
are required to be  maintained  and  preserved  in  accordance  with  applicable
securities  law; and all such books and records are to be maintained and held by
Principal Mutual on behalf of and as agent for the broker-dealer  whose property
they are and shall  remain;  and that all such  books and  records  will be made
available for inspection by the Securities and Exchange Commission at all times.

     8.  Principal  Mutual  shall send to each  policyowner  a  confirmation  as
required  by law or  regulation  of any  transaction  made with  respect  to the
Policies  which shall  reflect the true facts of the  transaction  and show that
confirmation  of the  transaction is being sent to the  policyowner on behalf of
the broker-dealer acting in the capacity of agent for the insurance company.

     9.  Princor  and  Principal  Mutual  may enter into  agreements  with other
broker-dealers  duly licensed under  applicable  federal and state laws and with
their affiliated general agencies,  if any, for the sale and distribution of the
Policies.  The commission  payable to registered  representatives on the sale of
Policies  thereunder may not exceed the amount shown on the attached  Commission
Schedule.  The  amount of any dealer  allowance  or other  compensation  paid by
Princor  to the  broker-dealer  shall be added to  reimbursable  expenses  under
paragraph 5 of this agreement.

     10. This  agreement  may be  terminated  by either party upon 60 days prior
written  notice.  Princor  shall  promptly  notify the  Securities  and Exchange
Commission of any such termination.

        IN WITNESS WHEREOF,  the parties hereto have caused this agreement to be
executed on the day and year written above.


                              PRINCIPAL MUTUAL LIFE
                              INSURANCE COMPANY

                                    John Aschenbrenner
                              By:_____________________________


                              PRINCOR FINANCIAL SERVICES
                              CORPORATION

                                    William P. Kovacs
                              By:______________________________


                                  BROKER-DEALER
                      MARKETING AND COMPENSATION AGREEMENT
                                       FOR
                        FLEXIBLE VARIABLE LIFE INSURANCE


AGREEMENT made this ________________ day of  _________________________,  19____,
by and  between  Princor  Financial  Services  Corporation  (hereinafter  called
Distributor),  _______________________________  (hereinafter  called Broker) and
Principal Mutual Life Insurance Company (hereinafter called Issuer).

                                    Marketing

In consideration of the mutual agreements  herein contained,  the Parties hereto
agree as follows:

1.   The Distributor  hereby appoints the Broker to sell Flexible  Variable Life
     Insurance Policies (hereinafter called Policies) issued by the Issuer. This
     Agreement  is a  selling  agreement  between  broker-dealers.  It does  not
     designate any party as the broker,  agent,  or employee of any other party.
     Words and phrases in this Agreement  given special  meaning in any Policies
     shall have that same special meaning in this Agreement unless  specifically
     defined otherwise herein.

2.   The Broker hereby agrees to direct its best efforts to find  purchasers for
     Policies issued by the Issuer. The Broker does not undertake hereby to sell
     any specific number of policies issued by the Issuer.

3.   The  Distributor  shall  provide  the Broker  with a  reasonable  number of
     current prospectuses and such other material as the Distributor  determines
     to be  desirable  for use in  connection  with the sale of  Policies or the
     solicitation of applications for participation thereunder.

4.   The Broker  warrants  that it is a member in good  standing of the National
     Association of Securities  Dealers,  Inc.  (NASD) and will promptly  notify
     Distributor of any change in Broker's status as a member of the NASD.

5.   The Broker represents that it is currently a member of SIPC and, while this
     agreement is in effect,  will  continue to be a member of SIPC.  The Broker
     agrees to notify the  Distributor  if the Broker's SIPC  membership  status
     changes.

6.   The Broker  warrants  that the Broker  and any  person  associated  with or
     acting for the Broker in the  solicitation  of  applications  for  Policies
     shall be qualified pursuant to the requirements of the National Association
     of Securities  Dealers,  Inc. and  appropriate  federal and state  agencies
     regulating securities,  insurance,  any other aspect of the Policies or the
     sale  of  them.  The  Broker  shall  be  responsible  for  seeing  to  such
     qualifications,  and will indemnify and hold the Distributor and the Issuer
     harmless  for any  failure  to have all  persons  engaged  in  solicitation
     properly licensed,  registered,  and appointed for securities and insurance
     sales.

7.   The Broker shall be responsible for supervising and controlling the conduct
     and  activities of its Registered  Representatives  with regard to the sale
     and  distribution of Policies.  The Broker agrees to indemnify and hold the
     Distributor  and the Issuer  harmless  for  claims and  actions of any sort
     which arise from the conduct and activities of the persons  involved in the
     sale and distribution of the Policies.

8.   The  Broker  shall act only in its own  behalf in  making  agreements  with
     Registered   Representatives  or  other  persons  in  connection  with  the
     solicitation or sales of Policies.

9.   The Broker agrees to maintain all books and records relating to the sale of
     Policies  or  interests  therein  required to be  maintained  by the Broker
     pursuant to the  Securities  Exchange Act of 1934, in  conformity  with the
     requirements of Rules 17a-3 and 17a-4 under such Act, and to the applicable
     securities or insurance laws of any state.

10.  The Broker shall  transmit  promptly and  directly to the  Distributor  all
     Premiums  collected  by or  paid  to the  Broker.  All  Policies  are to be
     delivered promptly,  and any undelivered Policies are to be returned within
     the time allowed or on demand.

                                  COMPENSATION

With  respect  to the  Policies  issued by the  Issuer  and  distributed  by the
Distributor  upon  applications  for Policies  obtained by the Broker while this
agreement is in force,  it is agreed  that,  subject to all  provisions  of this
Agreement and only so long as the Agreement  remains in force,  the Broker shall
receive  Compensation in the form of a dealer concession as provided by Schedule
A attached hereto.

1.   Compensation  shall only be paid with respect to Policies issued while this
     Agreement is in force.  Determination  of the Policies  applicable  to this
     Agreement shall be by the Issuer.

2.   The Distributor may, at any time, upon written notice to the Broker, change
     any and all of the rates of Compensation set out herein.

3.   If the Issuer, for any reason,  refunds any Premiums,  or any part thereof,
     on any Policy, any Compensation paid on the amount refunded shall be repaid
     to the Issuer by the Broker promptly and on demand.

4.   Any  indebtedness  of any kind due to the  Distributor  or Issuer  from the
     Broker may be offset against any amount due the Broker.

5.   No assignment of the Compensation  payable pursuant to this Agreement shall
     be valid unless it is accepted in writing by the Issuer and Distributor.

6.   The  maximum   amount  of  selling   commission  the  Broker  may  pay  its
     Representatives  shall be 50% of  premium  up to target  premium  and 4% of
     premium in excess of target premium in the first year, and 4% of premium in
     years 2 through 4 and 3.5% of premium in years 5 and later.

7.   Broker agrees that if its  Representatives  are paid for a portion of their
     expenses  incurred  in the  sale of  Policies  out of the  Broker's  dealer
     concession,  such payment  will be  conditioned  upon the  statement of the
     Representative that he or she has actual unreimbursed  expenses incurred in
     the  sale of the  Policies  equal to or  exceeding  the  payment.  Under no
     circumstances   shall  the  amount  Broker  pays  the   Representative   as
     reimbursement  for such expenses  exceed in any year forty percent (40%) of
     the Commission  paid in that year pursuant to paragraph 6 of this Agreement
     immediately previous to this paragraph 7.

                                     GENERAL

1.   The Broker shall have no  authority to incur any  liability or debt against
     the Distributor or the Issuer; accept risks or contracts of any kind; make,
     alter,  authorize or discharge any contract;  extend the time of payment of
     any  Contributions;  waive  payments,  fail to transmit  any  Contributions
     collected  promptly  to the  Distributor;  use  any  advertising  or  sales
     material  which  has  not  first  been  submitted  to and  approved  by the
     Distributor  and the Issuer;  nor bind the Distributor or the Issuer in any
     way.

2.   Any  modifications  of this  Agreement  must be in writing and signed by an
     authorized office of the Distributor and the Issuer.

3.   This Agreement may be terminated by either the  Distributor,  the Broker or
     the  Issuer  upon  written  notice to the last  known  address of the other
     parties.

4.   This Agreement  supersedes and replaces any and all prior agreements of the
     Distributor  or the Issuer with the Broker on the subject of  Contracts  or
     the sale of them.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in triplicate on the date first above written.


                                  ______________________________ (Broker)


                                By _______________________________________

                                  PRINCOR FINANCIAL SERVICES CORPORATION


                                By _______________________________________

                                  PRINCIPAL MUTUAL LIFE INSURANCE COMPANY


                                By _______________________________________



The Principal Financial Group  Princor Financial     Registered Representative's
Des Moines, IA 50392-0200      Services Corporation  Agreement



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

     This  agreement  by and  between  Princor  Financial  Services  Corporation
(herein  referred  to  as  "Princor"  and   ___________________________________,
registered   representative  (herein  referred  to  as  "RR",  of  the  City  of
___________________________,  State  of  ___________________,  for  the  sale of
registered products is effective on the ______ day of __________________, 19____
and is subject to the following terms and conditions.

Definitions
- --------------------------------------------------------------------------------

a.   Throughout this Agreement, the terms "we", "us" and "our" mean Princor. The
     terms "you" and "your" mean the RR executing this agreement.

b.   Commissions  mean payments made  pursuant to the  commission  schedules for
     registered  products  which  are in  effect  at the  time  of  sale.  Those
     commission schedules are incorporated into this agreement by reference.

c.   Application means application or order for the purchase of registered
     products.

d.   Registered  products means  investment  company shares  underwritten by us,
     investment  company shares and units sold through us,  limited  partnership
     interest, variable life insurance policies, variable annuity contracts, and
     such other security products that we are or become qualified to sell.

e.   "Advertising", "sales literature" and "sales material" shall have the
     meanings given by the applicable securities laws.

Relationship
- ---------------------------------------------------------------------------

a.   To the extent permitted by applicable  securities  laws, your  relationship
     with us is that of an independent  contractor.  Nothing contained herein or
     elsewhere shall be construed to create an employer/employee relationship.

b.   Subject to any applicable  regulatory and licensing  requirements,  you are
     responsible for developing  your own sales  prospects and determining  when
     and where you will solicit business.

c.   You are not required to spend a certain portion of your time as RR.
     However, you will be expected to solicit new applications if appropriate
     and to service accounts.

d.   We reserve the right to reject any applications, orders or payments
     remitted by you and to refund to investors payments made by them.

Duties and Responsibilities
- ----------------------------------------------------------------------------

You are agreeing to:
a.   Solicit sales of products on our behalf .

b.   Provide service to our clients.

c.   Adhere  strictly to the rules of the  National  Association  of  Securities
     Dealers,  Inc.  (NASD),  the acts and  regulations  of the  Securities  and
     Exchange  Commission  (SEC), and all statutes and regulations of the states
     and of the United States.

d.   Follow our Field Representative OSJ Procedures (MM 66) and all other rules,
     policies and directives  concerning sales practices and conduct established
     by us. Said procedures are incorporated herein by reference.

e.   Obtain NASD registration and state licenses appropriate for your activities
     as RR.

f.   Acquire licenses, bonds and professional liability insurance coverage as
     required by us or by the law.  Provide us with evidence of such and of any
     changes thereto.

g.   Limit solicitations of applications to the state(s) in which you are
     licensed.  Solicitations shall be made only after receiving written
     authorization from us.

h.   Upon notification from us, pay promptly all registration and state license
     renewal fees and such other costs as may be directed by us.

i.   Immediately upon receipt, forward all applications and all payments.

j.   Upon our  demand or  termination  of this  agreement,  return  all  monies,
     prospectuses,  application forms,  manuals, and other materials or supplies
     furnished to you by us, or by anyone on our behalf.

Limitations
- -----------------------------------------------------------------------

You may not:
a.   Incur any liability or debt against us.

b.   Make contracts, promise reinstatement of contracts, or attempt to bind us.

c.   Allow more time for payment of any amount by a client, applicant,
     shareholder or other third party.

d.   Extend credit to any person or entity in connection with a securities
     account.

e.   Accept payments or deposits from any client, applicant, shareholder or
     third party except as expressly authorized by us.

f.   Initiate legal proceedings in our name.

g.   Make any  representations  concerning  applications  or products  except as
     contained in the current  prospectus and  supplementary  sales materials or
     sales literature approved by us.

h.   Solicit in any manner in any state for which we have not given you written,
     pre-approval to sell.

i.   Solicit or sell any security, exempt or otherwise, that we have not given
     you written, pre-approval to sell.

j.   Send applications, or otherwise place orders, directly to a sponsor or
     issuer other than Princor.

k.   Call  yourself a  "financial  planner",  imply that you  provide  financial
     planning services or charge fees for financial planning services unless you
     first register as an investment  advisor.  We must review  applications for
     registration.   You  must   comply  with   applicable   federal  and  state
     regulations.

Commissions
- -------------------------------------------------------------------------------

a.   We will pay you commissions on commissionable transactions which have been
     approved and accepted by us.

b.   The commission rate will be determined by the commission schedules in
     effect at the time of the sale.

c.   Commission schedules may be changed at any time by us.

d.   We may reduce the amount we pay you by an amount you owe us or our
     affiliate(s).

Prior Contract
- --------------------------------------------------------------------------------

This  agreement  supersedes  all other  contracts or agreements  between you and
Princor.  Your right to receive  commissions  pursuant to prior contracts is not
affected by this agreement.

Assignment
- --------------------------------------------------------------------------------

a.   This agreement is not assignable.

b.   Other than as provided in  Commissions  (d) above,  no  commission  payable
     under this agreement may be transferred,  assigned or made payable to other
     than you without our prior written approval.

Disciplinary Action and Termination
- --------------------------------------------------------------------------------

a.   This  agreement  may be  terminated  by either party at any time upon three
     days written notice sent to the last known address of the other party.

b.   We may censure or fine you, or terminate your contract without giving prior
     notice if we determine that you have committed any fraudulent, dishonest or
     illegal acts,  violated any provision of this agreement,  failed or refused
     to comply with the rules,  regulations and statutes of the federal or state
     government,  SEC,  or  NASD,  or  failed  or  refused  to  comply  with our
     supervisory procedures or other instructions.

c.   If your NASD registration is terminated for any reason, this agreement will
     terminate concurrently.



- ------------------------------------         -----------------------------------
Princor Financial Services Corp.             Registered Representative Signature

                    FLEXIBLE VARIABLE LIFE INSURANCE POLICY
               ISSUED BY PRINCIPAL MUTUAL LIFE INSURANCE COMPANY

1.   First Year Commissions

                                                          First Year
                                                         Percentage of
                     Premium Level                         Premium
     --------------------------------------------        -------------

     Premium received up to the target premium                50%

     Premium received in excess of the target premium          4%

The target premium is determined  according to a rate per $1,000 of face amount.
This rate varies by age and sex of the  insured.  The target  premium  rates for
Flex Variable Life are the same as the target  premium rates for Universal  Life
25 and Universal Life 250. Please refer to page L3 of your  commission  schedule
for a listing of these target premium rates.

2.   Renewal Commissions

     a.   Paid to original writing agent who continues as servicing agent.

          1.   Policy Year 2nd thru 4th

               2% of all premium received

          2.   Policy Year 5th and later

               1.5% of all premium received

     b.   Paid to servicing agent who was not the original writing agent.

          1.   Policy Year 2nd through 4th

               2% of all  premium  received  that is  greater  than the  average
               annual premium attributed to the previous agent(s).

          2.   Policy Year 5th and later

               1.5% of all  premium  received  that is greater  than the average
               annual premium attributed to the previous agent(s).

     c.   Paid to the original writing agent who is no longer the servicing
          agent.

          1.   Policy year 2nd through 4th

               2% of premium received up to the average annual premium
               attributed to the writing agent.

          2.   Policy year 5th and later

               1.5% of premium received up to the average annual premium
               attributed to the writing agent.

     d.   Average annual  premium means the actual premium  received on a policy
          for the three latest policy years  (including the current policy year)
          divided by three.

     e.   Servicing agent means the agent appointed by us and accepted by the
          policyowner as his or her servicing agent.

3.   Service Fees

     A  non-vested  transferable  service  fee of 2% will be paid on all premium
     received after the first policy year.

4.   Commissions on Increases in Face Amount

     When a face amount increase occurs on an exiting Flex Variable Life Policy,
     commissions in addition to those outlined above may be payable.

     If the new face  amount is  greater  than the  highest  face  amount on the
     policy in any of the last three years,  commissions  of 46% will be paid on
     premium  received during the first 12 months following the date of the face
     amount  increase that is greater than the premium level on which first year
     commissions  have  been  previously  been  paid.  The  additional  premiums
     received on which these  commissions  are paid will be limited to the total
     target premium level of the policy following the face amount increase.

5.   Persistency - Production

Short-term  bonuses are payable on Flex Variable Life premium received according
to the  provisions  of the  Bonus  Plans  section  of the  Commission  Schedules
attached to the  Representative's  insurance  marketing  contract (the Contract)
with  Principal  Mutual Life  Insurance  Company  and  Principal  National  Life
Insurance  Company then in effect.  The amount of the bonus payments will depend
on the  amount  of total  life  insurance  premium  in  force,  the  persistency
percentage, and the policy year.

Payments  may range from 1.25% to 5.25% of the premium in the first three policy
years.

6.   Commissions After Termination

The  amount  of  renewal  commissions  payable  after  the  termination  of  the
Registered  Representative's  Agreement will be governed by the Representative's
Contract with  Principal  Mutual Life Insurance  Company and Principal  National
Life  Insurance  Company  in  force  at the  time of the  sale.  Notwithstanding
anything to the contrary in the Contract,  renewal  commissions  will be paid to
Representatives after termination of the Registered  Representative's  Agreement
so long  as  such  payment  is  permitted  by  applicable  securities  statutes,
regulations and/or NASD rules.

7.   Other

The right to alter the  provisions  of this  Commission  Schedule  Amendment for
Flexible  Variable  Life  Insurance  Policies is  expressly  reserved to Princor
Financial  Services  Corporation.  Any amendment or alteration will be effective
for transactions occurring after notice of such change has been given. <PAGE>

                                   SCHEDULE A
                               DEALER CONCESSION
                        FLEXIBLE VARIABLE LIFE INSURANCE

A.   First Year
                                                          Percentage of
                    Premium Level                            Premium
     ------------------------------------------------     -------------

     Premium received up to the target premium                87.5

     Premium received in excess of the target premium          7

     The target  premium is  determined  according  to a rate per $1,000 of face
     amount. This rate varies by age and sex of the insured. Please refer to the
     following schedule for a listing of the target premium rates.

B.   Years Two and Later

                                                          Percentage of
                                                             Premium
                                                          -------------

          I.   Sales Compensation for Renewal Years            2.5
          II.  Service Fees*                                   3.1

C.   Compensation on Increases

     An increase will be defined as a face amount increase.  We will compare the
     increased  face amount of the policy against the highest policy face amount
     over the latest  three year period to  determine  if there is a policy face
     amount increase during the current year.

     An 80.5%  dealer  concession  will be paid on premium  received  during the
     first 12  months  following  the  date of a face  amount  increase  that is
     greater than the premium level on which a high first year dealer concession
     rate was previously  paid.  The maximum  premium on which a high first year
     dealer  concession rate is paid will be limited to the total target premium
     amount of the policy after a face amount increase has occurred.

*The service fee element of compensation is payable only so long as a registered
representative  of the dealer is designated by the Issuer as the servicing agent

We will pay the death proceeds to the  beneficiary  subject to the provisions of
your policy, when we receive proof at our home office of the insured's death.

THE AMOUNT OF DEATH BENEFIT OR THE DURATION OF COVERAGE MAY VARY UNDER SPECIFIED
CONDITIONS. SEE PROVISIONS FOR DEATH PROCEEDS AND GRACE PERIOD.

YOUR  POLICY'S  ACCUMULATED  VALUE MAY VARY FROM DAY TO DAY. IT MAY  INCREASE OR
DECREASE  DEPENDING ON THE  INVESTMENT  EXPERIENCE OF OUR VARIABLE LIFE SEPARATE
ACCOUNT. THERE IS NO GUARANTEED MINIMUM ACCUMULATED VALUE.

The owner and the beneficiary are as named in the application  unless changed as
provided in your  policy.  This policy is a legal  contract  between you, as the
owner, and us, Principal Mutual Life Insurance Company. Your policy is issued in
consideration  of the application and payment of premiums.  Signed for Principal
Mutual Life Insurance Company at Des Moines, Iowa on the policy date.

RIGHT TO EXAMINE  POLICY--You  may request a cancellation  of your policy before
the latter of:  (1) 45 days after the  application  was signed (2) 10 days after
receipt of the  policy;  or (3) 10 days from the  delivery  of the notice of the
right to cancel.  We will refund any premiums paid after your policy is returned
to your agent or our home office.  Your policy will be considered  void from its
inception.

Please read your policy carefully so you may better use its many benefits.

FLEXIBLE  PREMIUM  VARIABLE LIFE  INSURANCE  POLICY.  Adjustable  death benefit.
Benefits  payable at death or earlier maturity date.  Flexible  premiums payable
until maturity date or prior death.  Some benefits reflect  investment  results.
PARTICIPATING.

A mutual company serving policyowners and beneficiaries since 1879.













INSURED  John Doe                   ISSUE AGE-SEX    35-Male

POLICY NUMBER SAMPLE                POLICY  Flexible Premium Variable Life

POLICY DATE   September 1, 1992     FACE AMOUNT      $1,000,000


<PAGE>



- --------------------------------------------------------------------------------
                                      INDEX
Accumulated Value           9              Loan Interest Charges             12
Adjustment Date             4              Loan Repayment                    12
Adjustments                12              Maturity Proceeds                  6
Age and Sex (of Insured)   21              Monthly Date                       4
Alteration (of Contract)   21              Monthly Deduction                  9
Assignment                 21              Ownership Changes                 21
Beneficiary Changes        21              Partial Surrenders                10
Benefit Instructions       21              Planned Periodic Premiums         12
Benefit Options            15              Policy Loans                      11
Contract                   21              Policy Years and Anniversaries     4
Cost of Insurance Rates    10              Premium Payment Limits            13
Data Page                   3              Reinstatement                     14
Death Benefit Changes       6              Statement of Value                23
Death Benefit Options       5              Suicide                           22
Death Proceeds              5              Surrender Value                   10
Divisions                   7              Table of Surrender Charges         3
Face Amount                 3              Termination                       14
Grace Period               13              Transaction Charge                 3
Incontestability           21              Transfers                          8
Insured                     4              Units and Unit Value               7
Investment Account Value    8              Variable Life Separate Account     6

A copy of any application and any additional  benefits  provided by rider follow
the last page of this policy.

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

<PAGE>
- --------------------------------------------------------------------------------
                                DATA PAGE PAGE 3
- --------------------------------------------------------------------------------

(Continued on Page 3-1)
INSURED  John Doe                   ISSUE AGE-SEX    35-Male

POLICY NUMBER SAMPLE                POLICY DATE      September 1, 1992


                             SCHEDULE OF PROTECTION

FORM                                         PROTECTION#
NO.      POLICY AND RIDERS    FACE AMOUNT    PERIOD         DEATH BENEFITS
SF32    Flexible Premium      $1,000,000     To Age 95*        Option 1
        Variable Life
SF40    Accidental Death         250,000     To Age 70
SF34    Cost of Living                       To Age 55

Your planned periodic premium of $500.00 is payable monthly.

#If sufficient premiums are paid, this policy provides life insurance protection
on the  insured  until  the  maturity  date,  which  is the  policy  anniversary
following the birthday on which the insured  attains age 95. You may have to pay
other than the planned periodic premium shown above to keep this policy in force
to that date, and to keep any additional benefit riders in force.

The smallest payment we will accept is $30.00.

Minimum monthly premium:  $450.17

* Any  reference  to age  means  the  age  last  birthday  on the  prior  policy
anniversary.

This  policy  is  adjustable.  If it is  adjusted,  we  will  send  you  written
notification  showing  each  change.  The notice is to be attached to and made a
part of this policy. The minimum face amount is $25,000. The minimum face amount
increase is $5,000.

Loan Interest Rate:  8%

Borrowed funds earn interest at a rate of 6%.

<PAGE>
- --------------------------------------------------------------------------------
                                  DATA PAGE 3-1
- --------------------------------------------------------------------------------
(Continued on Page 3-2)
INSURED  John Doe                   ISSUE AGE-SEX    35-Male

POLICY NUMBER SAMPLE                POLICY DATE      September 1, 1992

SEPARATE ACCOUNT: PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                  VARIABLE LIFE SEPARATE ACCOUNT

                                                   PREMIUM         MONTHLY
                                                 ALLOCATION       DEDUCTION
                 DIVISIONS                       PERCENTAGES     ALLOCATIONS

Common Stock                                        100%             100%
Invested in Principal Capital Accumulation
Fund, Inc.

Money Market                                         00%              00%
Invested in Principal Money Market

Bond                                                 00%              00%
Invested in Principal Bond Fund, Inc.

High Yield                                           00%              00%
Invested in Principal High Yield Fund, Inc.

Managed                                              00%              00%
Invested in Principal Managed Fund, Inc.

Emerging Growth                                      00%              00%
Invested in Principal Emerging Growth
       Fund, Inc.

Minimum Allocation Percentage:  10%

<PAGE>
- --------------------------------------------------------------------------------
                                  DATA PAGE 3-2
- --------------------------------------------------------------------------------
(Continued on page 3-3)
INSURED  John Doe                   ISSUE AGE-SEX    35-Male

POLICY NUMBER SAMPLE                POLICY DATE      September 1, 1992


                               SCHEDULE OF CHARGES


Maximum monthly administration charge:  $5.00

Maximum  daily  mortality  and expense risk charge:  .0024658  (.90%  annual) of
accumulated value.

Premium  expense  charge:  5% of each premium  received  plus a charge for state
taxes of 2% of each premium received.

Transaction  Charges:  The  first  4  division  transfers  per  year  are  free.
Thereafter, there is a $25.00 transaction charge for each transfer. Each partial
surrender will also have a transaction  charge.  The  transaction  charge is the
lesser of $25 or 2% of the amount surrendered.

Minimum  Transfer  Amount:  $250 or the balance of the investment  account being
transferred from, if less.

Minimum Partial Surrender or Loan Amount:  $500

Minimum Policy Loan Repayment:  $30.00

                               TABLE OF SURRENDER CHARGES

                (POLICY YEAR OF SURRENDER)

                       POLICY YEAR                AMOUNT

                            1                       $3,270.00
                            2                        3,270.00
                            3                        3,270.00
                            4                        2,861.25
                            5                        2,452.50
                            6                        2,043.75
                            7                        1,635.00
                            8                        1,226.25
                            9                          817.50
                           10                          408.75

In the first year,  surrender charges build up on a monthly basis over the first
twelve policy months.


<PAGE>
- --------------------------------------------------------------------------------
                                  DATA PAGE 3-2
- --------------------------------------------------------------------------------
(Continued on page 3-4)
INSURED  John Doe                   ISSUE AGE-SEX    35-Male

POLICY NUMBER SAMPLE                POLICY DATE      September 1, 1992

                DETAILED SCHEDULE OF PROTECTION AND RISK CLASSES


    POLICY AND             EFFECTIVE
      RIDERS                  DATE                AMOUNT          RISK CLASS
Flexible Premium
Variable Life          September 1, 1992         $1,000,000  Standard Nonsmoker
                                          TOTAL  $1,000,000
Accidental Death       September 1, 1992         $1,000,000  Standard Nonsmoker

Cost                of Living The  effective  date is  September  1,  1992.  The
                    current cost of living base is $1,000,000.  The maximum cost
                    of living  increase  is the  lesser of $50,000 or 30% of the
                    cost of living base. The minimum cost of living  increase is
                    $500.00.

Basis of Values:  Guaranteed  maximum cost of insurance  rates are based on 1980
CSO Mortality, age last birthday, table NA.


<PAGE>
- --------------------------------------------------------------------------------
                               DATA PAGE 3-4
- --------------------------------------------------------------------------------
INSURED  John Doe                   ISSUE AGE-SEX    35-Male

POLICY NUMBER SAMPLE                POLICY DATE      September 1, 1992


  TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES

                      (Nonsmoker)

              MONTHLY RATES PER $1,000.00

- ------------- ----------- --------------- -------------
 INSURED'S      MONTHLY     INSURED'S        MONTHLY
ATTAINED AGE      RATE     ATTAINED AGE        RATE
============= =========== =============== =============
     35         0.14417         65           1.85750
     36         0.15167         66           2.05583
     37         0.16167         67           2.26833
     38         0.17250         68           2.49917
     39         0.18417         69           2.75583
     40         0.19833         70           3.04583
     41         0.21333         71           3.37667
     42         0.22917         72           3.75917
     43         0.24667         73           4.19333
     44         0.26583         74           4.67000
     45         0.28750         75           5.18000
     46         0.31083         76           5.71917
     47         0.33583         77           6.28333
     48         0.36333         78           6.87583
     49         0.39333         79           7.51583
     50         0.42750         80           8.22333
     51         0.46667         81           9.01750
     52         0.51167         82           9.91500
     53         0.56333         83          10.91250
     54         0.62083         84          11.99000

     55         0.68500         85          13.12417
     56         0.75500         86          14.29917
     57         0.82917         87          15.49917
     58         0.91167         88          16.71833
     59         1.00500         89          17.97417
     60         1.10833         90          19.28500
     61         1.22333         91          20.68167
     62         1.35667         92          22.21750
     63         1.50667         93          24.04333
     64         1.67417         94          26.50333


<PAGE>
DEFINITIONS IN THIS POLICY

ADJUSTMENT  DATE--means  the monthly date on or next following our approval of a
requested adjustment.

         EXAMPLE:  If the  policy  date is June 5, 1997,  and if your  requested
         adjustment is approved on April 20, 1998, the  adjustment  date will be
         May 5, 1998.

ATTAINED AGE--means the age last birthday on the prior policy anniversary.

MATURITY  DATE--means  the  policy  anniversary  following  the  insured's  95th
birthday.

MONTHLY  DATE--means  the day of the  month  which is the same as the day of the
policy date.

     EXAMPLE: If the policy date is June 5, 1997, the first monthly date is July
     5, 1997.

MUTUAL  FUND--means  a  registered  open-end  investment  company  offered as an
investment choice under the policy.  Mutual funds currently  available are shown
on the data page.

POLICY  YEARS  AND  ANNIVERSARIES--means  the  policy  years  and  anniversaries
computed from the policy date

     EXAMPLE:  If the policy date is June 5, 1997, the first policy year ends on
     June 4, 1998. The first policy anniversary falls on June 5, 1998.

PRORATED  BASIS--means  in the same  proportion  as the  value  of a  particular
investment account bears to the total value of all investment accounts.

THE  INSURED--means  the  person  named as the  insured on the data page of this
policy. The insured may or may not be the owner.

VALUATION  DATE--means  the  date  the  net  asset  value  of a  mutual  fund is
determined.

VALUATION  PERIOD--means  the period  between the time as of which the net asset
value of a mutual fund is determined  on one  valuation  date and the time as of
which such value is determined on the next following valuation date.

WE, OUR, US--means Principal Mutual Life Insurance Company.

YOU, YOUR--means the owner of this policy.
<PAGE>
YOUR DEATH PROCEEDS

We will pay the death proceeds to the  beneficiary  subject to the provisions of
the  policy,  when we receive  proof that the insured  died before the  maturity
date.  These death proceeds,  determined as of the date of the insured's  death,
are:

     1. The death benefit described below;

PLUS

     2. Any proceeds from any benefit rider on the insured's life;

LESS

     3. Any policy loans and unpaid loan interest;

LESS

     4. Any  overdue  monthly  deductions  if the  insured  died  during a grace
        period.

We will pay  interest  on death  proceeds  from the date of death  until date of
payment  or  until  applied  under  a  benefit  option.  It will be at a rate we
determine, but not less than required by state law.

DEATH BENEFIT

This policy provides two death benefit options. The option in effect is shown on
the data page.

Option 1.

Under Option 1, the death benefit equals the greater of:

     1. The policy's face amount; or

     2. The amount found by multiplying  the policy's  accumulated  value by the
        applicable percentage shown below.

Option 2.

Under Option 2, the death benefit equals the greater of:

     1. The policy ' s face amount plus its accumulated value; or

     2. The amount found by multiplying  the policy's  accumulated  value by the
        applicable percentage shown below.

                        TABLE OF APPLICABLE PERCENTAGES*

(For ages not shown,  the  applicable  percentages  shall decrease by a pro rata
portion for each full year.)

                         INSURED'S ATTAINED AGE           %

                               40 and under              250
                                    45                   215
                                    50                   185
                                    55                   150
                                    60                   130
                                    65                   120
                                    70                   115
                                75 thru 90               105
                                    95                   100

*These  percentages  will be updated as required by  revisions  to the  Internal
Revenue Code.
<PAGE>
CHANGES IN DEATH
BENEFIT OPTION


You  may  change  the  death  benefit  option  on  or  after  the  first  policy
anniversary.  Any request  for change  must be in writing and  approved by us. A
change will be effective on the monthly  date on or next  following  the date we
approve the  request.  Changes in options are limited to two per policy year and
are subject to the following conditions:

     1.   If the  change is from  Option 1 to Option 2, we will  reduce the face
          amount.  The reduction will be equal to the  accumulated  value on the
          effective date of the change. The face amount after any reduction must
          be at least the  minimum  face  amount  required  by our then  current
          underwriting  rules.  We  may  require  proof  of  insurability  which
          satisfies us.

     2.   If the change is from Option 2 to Option 1, we will  increase the face
          amount.  The increase  will be equal to the  accumulated  value on the
          effective date of change. No proof of insurability is required.

YOUR MATURITY
PROCEEDS

If the  insured is living on the  policy's  maturity  date,  we will pay you the
policy's accumulated value less any policy loans and unpaid loan interest.

VARIABLE LIFE SEPARATE ACCOUNT

Assets are put into our Variable Life  Separate  Account  (separate  account) to
support this policy and to support other variable life insurance policies we may
offer. We own the assets of the separate  account.  These assets are not part of
our general account.  Income, gains, and losses of our separate account, whether
or not realized, are credited to or charged against our separate account assets,
without regard to our other income,  gains or losses. The assets of the separate
account will be available to cover the  liabilities of our general  account only
to the extent that the assets of the separate  account exceed the liabilities of
the  separate  account  arising  under  the  variable  life  insurance  policies
supported by the separate account.

Our separate  account is registered with the Securities and Exchange  Commission
as a unit investment trust under the Investment Company Act of 1940, as amended.

DIVISIONS

Our separate  account is  comprised of  divisions.  Each  division  invests in a
mutual  fund with a  different  investment  objective.  The data page  shows the
divisions  currently  available.  Income,  gains  and  losses,  whether  or  not
realized,  from each  division's  assets are credited to or charged against that
division  without  regard to income,  gains or losses of other  divisions or our
other income,  gains or losses. We may make other divisions available to you. We
will provide you with all material  details of any division we offer,  including
investment objectives and all charges.

We may discontinue or substitute investments in a division if such investment is
no longer appropriate or possible. The investment policy of our separate account
will not be changed without any required approvals of the Insurance Commissioner
of Iowa and the  Superintendent  of Insurance of New York and the Securities and
Exchange  Commission.  This  approval  process  is on file  with  the  Insurance
Commissioner of the state in which this policy was delivered.

We will  notify you of any such  change.  You may then  change  your  allocation
percentages and transfer any value in that division to another  division without
charge.  Or, you may exchange the policy for a  fixed-benefit  flexible  premium
policy made  available by us. You may exercise  this right until the later of 60
days after the effective  date of such change or the date you receive  notice of
this right.  The face amount of the new policy will be the death benefit of this
policy on the date of exchange.

YOUR INVESTMENT
ACCOUNTS

An investment account will be established for you corresponding to each division
of the separate account to which amounts are allocated or transferred under this
policy. We will maintain each of these investment accounts for you to keep track
of your values in each division.

UNITS AND
UNIT VALUE

Units are the basis for  determining  the investment  account  value.  Units are
credited when amounts are allocated or transferred to a division of our separate
account.  Units are cancelled  when amounts are deducted or  transferred  from a
division of our separate  account.  The number of units credited or cancelled is
equal to the dollar amount  divided by the unit value for the  valuation  period
when the transaction occurs.

Each  division's  unit value is determined  on each  valuation  date.  When each
division was formed, the unit value of that division was originally  established
at  $10.00  per  unit.  Thereafter,  the  unit  value on any  valuation  date is
calculated by multiplying  the unit value on the previous  valuation date by the
net investment factor for the current valuation period. The number of units will
not change due to a subsequent change in unit value.

The unit  value on any day other than a  valuation  date is the unit value as of
the next valuation date.

NET INVESTMENT
FACTOR

The net investment factor measures investment  performance of each division.  It
is used to determine changes in unit value from one valuation period to the next
valuation period. The net investment factor for a valuation period is equal to:

     1.   The quotient obtained by dividing:

          a.   The net asset value of a share of the  underlying  mutual fund as
               of the end of such valuation period, plus the per share amount of
               any  dividend  or other  distribution  made by such  mutual  fund
               during such valuation  period (less an adjustment  for taxes,  if
               any) by

          b.   The net asset  value of a share of such mutual fund as of the end
               of the immediately preceding valuation Period;

LESS

     2.   A  mortality  and  expense  risks  charge  equal to the number of days
          within such  valuation  period times the daily  mortality  and expense
          risks charge shown on the data page.

The  adjustment  for taxes,  if any,  represents  amounts  charged  against  the
division for taxes or set aside by us during the valuation period to provide for
taxes attributable to that division's operation or maintenance.

The amounts  derived from applying the rate  specified in 2 above and the amount
of any taxes  referred  to above will be accrued  daily and will be  transferred
from the separate account at our discretion.

TRANSFERS

Your accumulated value may be transferred among the divisions.  The total amount
transferred  each time must be at least the minimum transfer amount shown on the
data page unless a lesser amount is in the investment  account.  Any request for
transfer must be in writing and approved by us. The  effective  transfer date is
the date we receive your request.  Any  additional  transfer  restrictions  of a
particular  division are shown on the data page.  We reserve the right to modify
or revoke transfer privileges and charges.

Any  amount  transferred  will  result  in  the  cancellation  of  units  in the
investment account of the division from which the transfer occurred.  The number
of units cancelled will be equal to the amount  transferred  divided by the unit
value of that  division  for the  valuation  period  in which  the  transfer  is
effective. Units will be credited to the investment account of the division into
which the amount is transferred.  Likewise, the number of units credited will be
equal to the amount transferred divided by the unit value of that division.

All transfers with the same effective date count as one transfer. Four transfers
may be made in any policy year without a charge.  For any  additional  transfers
during a policy year, a transaction charge will be imposed each time amounts are
transferred  and will be deducted from the divisions  from which the amounts are
transferred. The transaction charge is shown on the data page.

YOUR POLICY VALUES

INVESTMENT
ACCOUNT VALUE

Your investment  account value for each division is equal to the number of units
in that investment account multiplied by that division's unit value.

On the later of the policy date or end of the valuation  period during which the
first premium is received, the number of units in an investment account equals:

     1.   The first net premium allocated to that division;

LESS

     2.   The monthly deduction  allocated to that division for the first policy
          month;

DIVIDED BY

     3.   The unit value for that division on that valuation date.

The net premium is the premium paid less the premium expense charge. The premium
expense  charge and the  premium  allocation  percentages  are shown on the data
page.

At the end of each  valuation  period  thereafter,  the  number  of  units in an
investment account equals:

     1.   Units in the investment account on the previous valuation date;

PLUS

     2.   Units  credited to the  investment  account  when any  additional  net
          premium is received and  allocated to the division  during the current
          valuation period;

PLUS

     3.   Units  credited for transfers  from another  division or from the loan
          account during the current valuation period;

LESS

     4.   Any units  cancelled  for transfers to another  division,  transaction
          charges,  or  transfers  to the loan  account to secure a policy  loan
          during the current valuation period;

LESS

     5.   Any units that are cancelled for partial  surrenders  and  transaction
          charges during the current valuation period;

LESS

     6.   Units cancelled to pay the monthly deduction allocated to the division
          whenever a valuation period includes a monthly date.

ACCUMULATED VALUE

Your accumulated  value is equal to the total of your investment  account values
and any value in your loan account.

MONTHLY DEDUCTION

We calculate the monthly deduction as:

     1.   The cost of  insurance  (described  below) and the cost of  additional
          benefits provided by any rider in force for the policy month;

PLUS

     2.   The current  monthly  administration  charge but not greater  than the
          maximum shown on the data page.

The monthly  deduction  will be withdrawn  from the separate  account  divisions
according to the allocation  percentages you have chosen.  These percentages are
shown on the data page.

Your choice for the monthly deduction allocation may be:

     1.   The  same as the  allocation  percentages  you  have  chosen  for your
          premiums; or

     2.   Determined on a prorated basis; or

     3.   Any other allocation which we mutually agree upon.

If the amount in a division is  insufficient  to allow the  allocation  you have
chosen, your monthly deduction will be allocated on a prorated basis.

For each division, the allocation percentages must be zero or a whole number not
less than ten nor  greater  than  100.  The sum of the  percentages  for all the
divisions must equal 100. Changes in allocation percentages must be requested in
writing. Once approved by us, they are effective as of the next monthly date.

COST OF INSURANCE

We deduct the cost of insurance on each monthly date. The cost is (1) multiplied
by the result of (2) minus (3), where:

     1.   Is the cost of  insurance  rate as  described in the Cost of Insurance
          Rates section divided by 1,000;

     2.   Is the death benefit at the beginning of the policy month; and

     3.   Is  the  accumulated  value  at the  beginning  of  the  policy  month
          calculated as if the monthly deduction were zero.

COST OF
INSURANCE RATES

The monthly cost of insurance rates are based on the sex, attained age, and risk
classification   of  the  insured.   We  determine  these  rates  based  on  our
expectations as to our future  mortality  experience.  Any change in these rates
applies  to all  individuals  of the  same  class  as the  insured.  The cost of
insurance  rates  will never be  greater  than shown in the Table of  Guaranteed
Maximum Cost of Insurance  Rates on the data page.  However,  different  cost of
insurance rates may apply to any face amount increase.

SURRENDER VALUE
AND NET
SURRENDER VALUE

The  surrender  value of your  policy  equals  the  accumulated  value  less the
surrender charge (described below).

The net surrender  value of your policy is the  surrender  value less any policy
loans and unpaid  loan  interest.  As long as your  policy is in force,  you may
surrender it for its net surrender value by sending us a written request.

SURRENDER CHARGES

The Table of  Surrender  Charges  is shown on the data page.  Surrender  charges
apply to the first 10 policy  years unless they are changed due to a face amount
increase.  A face amount  increase has its own 10 year  surrender  charge period
which begins on the  adjustment  date.  If a face amount  increase is made,  the
surrender charges will be a composite of all charges which apply for each year.

PARTIAL SURRENDERS

After the first policy year, you may make partial surrenders of up to 50% of the
current net surrender value subject to the following:


     1.   The partial surrender may not be less than the minimum amount shown on
          the data page; and

     2.   No more than two partial surrenders may be made in any policy year.

Your  policy's  accumulated  value  is  reduced  by the  amount  of the  partial
surrender plus the amount of the transaction  charge.  The transaction charge is
shown on the data page.

If the Option 1 death  benefit is in effect,  the face  amount is reduced by the
amount of the partial surrender and the transaction charge.

You may tell us the amount of the partial surrender and transaction charge to be
withdrawn from each division.  If you do not tell us, the partial  surrender and
the  transaction  charge  will be  withdrawn  from  the  divisions  in the  same
proportion as the allocations used for your monthly deductions.

The amount of the partial  surrender plus the transaction  charge will result in
the  cancellation of units in the investment  account or accounts from which the
partial  surrender  occurs.  The number of units  cancelled will be equal to the
amount of the partial surrender plus the transaction  charge divided by the unit
value of the division or divisions for the valuation period in which the partial
surrender is effective.

POLICY LOANS

You may obtain a policy loan from us with this policy as sole security.  You may
borrow up to (1) minus (2) where:

     1.   Is 90% of the surrender value; and

     2.   Is any  outstanding  policy loan and unpaid loan  interest at the time
          the loan request is processed at the home office of the company.

The minimum loan amount is shown on the data page.

YOUR LOAN ACCOUNT

If you take a policy loan, a portion of your accumulated value equal to the loan
will transfer  from the separate  account to your loan account until the loan is
repaid. The effective date of the transfer is the date of the loan.

You  may  tell us the  amount  of the  policy  loan to be  withdrawn  from  each
division.  If you do not tell us, the loan  amount  will be  withdrawn  from the
divisions  in the same  proportion  as the  allocation  used  for  your  monthly
deductions.  Amounts held in your loan account will earn  interest from the date
of transfer at the policy loan interest rate less 2%.

On each policy  anniversary,  this earned interest is transferred  from the loan
account to the separate account. It is allocated among the divisions in the same
manner used to allocate premium payments.

All interest  rates stated are effective  annual rates.  We apply these rates to
properly  reflect the actual date we receive any  repayments and any changes you
make in loan amounts during a policy month.


The loan will result in the  cancellation of units in the investment  account or
accounts  corresponding  to the  division or  divisions  from which the loan was
withdrawn.  For each investment  account,  the number of units cancelled will be
equal to the  portion  of the loan  withdrawn  divided by the unit value for the
valuation period in which the loan is effective.

LOAN INTEREST
CHARGE

Interest charges accrue daily at the annual loan interest rate shown on the data
page.  Interest is due and payable at the end of each policy year.  Any interest
not paid when due is added to the loan  principal and bears interest at the same
rate.  The adding of unpaid  interest  charges to the loan  principal will cause
additional  amounts to be  withdrawn  from the  divisions  in the same manner as
described above for loans.

REPAYMENT

You may repay all or part of a policy loan as long as the policy is in force and
the minimum  payment amount (as shown on the data page) is met. Any policy loans
and  unpaid  loan  interest  charges  not  repaid at the  insured's  death or at
maturity are deducted from the death or maturity proceeds.

YOU SHOULD  IDENTIFY  THE PURPOSE OF EACH  PAYMENT.  IF WE CANNOT  IDENTIFY  ITS
PURPOSE, WE WILL CONSIDER IT TO BE A LOAN PAYMENT.

As the loan is repaid,  the amount repaid is transferred  from your loan account
to the divisions in the same manner used to allocate premium payments.

If you do not repay a policy  loan or pay loan  interest  and the net  surrender
value is less than the monthly deduction due on a monthly date, the Grace Period
provision will apply.

PREMIUM PAYMENTS AND REINSTATEMENT

Your first premium is due on the policy date.  After that,  premiums may be paid
at any time  while  this  policy is in force.  The  amount of your  premiums  is
subject to the Premium Payment Limits  provision.  We will give a receipt to the
premium  payor on request.  The net premium is the premium paid less the premium
expense charge. The premium expense charge is shown on the data page.

Your initial net premium  will be allocated to the Money Market  Division of our
separate account. Net premiums will continue to be allocated to the Money Market
Division  until 45 days  after the  policy  date.  After the  45-day  period has
expired,  your policy's  accumulated  value will be transferred to the divisions
indicated by your premium allocation percentages.

The premium allocation percentages are shown on the data page. Unless you change
them,  these  percentages  apply to future  allocations  of  premiums.  For each
division,  the  allocation  percentages  must be zero or a whole number not less
than ten nor greater than 100. The sum of the percentages for all divisions must
equal 100. Changes in allocation  percentages must be requested in writing. Once
approved by us, they are effective as of the date we received the request.

PLANNED PERIODIC
PREMIUMS

You  may  elect  to pay  planned  periodic  premiums  by  monthly  preauthorized
withdrawal.  You may also elect to pay on an annual,  semi-annual,  or quarterly
basis.  In this  event we will  send you  reminder  notices  of the  amount  and
frequency of your  planned  periodic  premiums as selected in your  application.
These  notices serve only as a reminder of your  preference.  Premiums are to be
sent to the  address  we  provide in the  reminder  notices.  You may change the
amount and  frequency  of your  planned  periodic  premiums by  notifying  us in
writing.

If you do not make a planned  periodic  premium  payment or  additional  premium
payments, the Grace Period provision may apply.

PREMIUM PAYMENT
LIMITS

To keep this policy in force you must satisfy the requirements  described in the
Grace Period provision.

The smallest payment we will accept is shown on the data page.

You may  choose to make  premium  payments  that are  greater  than the  planned
periodic  premium.  However,  we will refund any premiums that would  disqualify
this policy as "life  insurance"  as defined in the Internal  Revenue  Code,  as
amended.

If any payment  increases  the policy's  death benefit by more than it increases
the  accumulated  value,  we reserve  the right to refund the  premium  payment.
Evidence of insurability which satisfies us may be required.

GRACE PERIOD

The grace period begins when we mail a notice of impending policy termination to
you.  This notice will be sent to your last post office  address known to us. It
will show the minimum  payment  required  to keep your policy in force.  It will
also show the 61 day grace period during which we will accept such payment.

A notice of impending policy termination will be sent if:

     1.   The net  surrender  value on any monthly date is less than the monthly
          deduction; or

     2.   During  the 12  months  following  the  policy  date,  the  sum of the
          premiums paid is less than the minimum  required  premium on a monthly
          date; or

     3.   During the 12 months following the last adjustment date of a requested
          face amount  increase,  the sum of the premiums  paid is less than the
          minimum required premium on a monthly date.

The minimum required premium on a monthly date is equal to (1) times (2) where:

     1.   Is the minimum monthly premium shown on the data page; and

     2.   Is one plus the number of  complete  months  since the policy  date or
          since the  adjustment  date of a requested  face amount  increase,  as
          applicable.

If the grace  period  begins  because the net  surrender  value is less than the
monthly  deduction,  the minimum  payment is three  times the monthly  deduction
which was due and unpaid.

If the grace period begins because the sum of the premiums paid is less than the
minimum required  premium,  the minimum payment is the past due minimum required
premium. The past due minimum required premium is:

     1.   The minimum required premium due on the next following monthly date;

LESS

     2.   The sum of the premiums paid since the policy date or last  adjustment
          date of a requested face amount increase, as applicable.

If the  grace  period  ends  before we  receive  the past due  minimum  required
premium,  we will pay you any  remaining  value in the policy which would be the
excess of (a) over (b) where:


          a.   Is the net  surrender  value on the monthly  date at the start of
               the grace period,

          b.   Is the two monthly deductions applicable during the grace period.

If the insured dies during a grace period, we will pay the death proceeds to the
beneficiary.

TERMINATION

All policy privileges and rights of the owner under this policy end when:

     1.   You surrender your policy for cash;

     2.   The death proceeds are paid; or

     3.   The policy maturity proceeds are paid.

Also, if the grace period ends as described  above, the privileges and rights of
the owner terminate as of the monthly date on or immediately preceding the start
of the grace period.

REINSTATEMENT

If  this  policy  ends as  described  in the  Grace  Period  provision,  you may
reinstate it provided:

     1.   It is prior to the maturity date;

     2.   The insured is alive;

     3.   Not more than three years have elapsed since the policy terminated;

     4.   You supply  evidence which  satisfies us that the insured is insurable
          under our underwriting rules then in effect;

     5.   You  either  repay or  reinstate  any  policy  loans and  unpaid  loan
          interest on this policy existing at termination:

     6.   You make a payment of at least the greater of an amount  sufficient to
          allow 3 monthly  deductions or the past due minimum required  premium,
          if any.

The reinstatement will be effective on the monthly date on or next following the
date  we  approve  it.  Your   surrender   charges  on  the  effective  date  of
reinstatement  will be those that were in effect on the date your  policy  ended
adjusted for the payment of past due premium,  if any. You will receive new data
pages reflecting these surrender charges.

YOUR ADJUSTMENT OPTIONS

While your  policy is in force (but not in a grace  period)  you may  request an
increase or decrease in the face  amount.  Decreases  may not be made during the
first policy year. Any adjustment is subject to our approval.

APPROVAL OF
AN ADJUSTMENT

Any increase in face amount will be in a risk  classification we determine,  and
will be approved if:

     1.   The  attained  age of the  insured is 75 or less and the amount of the
          increase is at least the minimum increase shown on the data page;

     2.   You supply  evidence which  satisfies us that the insured is insurable
          under our underwriting rules then in effect; and

     3.   You make a payment not less than the new minimum  monthly  premium for
          the policy after the increase in face amount.  The new minimum monthly
          premium,  determined  by  us,  will  take  into  account  the  current
          surrender value.

No adjustment will be approved if:

     1.   The face amount after adjustment would be less than the minimum amount
          shown on the data page;

     2.   Your monthly deductions are being waived under any rider.

REQUESTING AN
ADJUSTMENT

Your request for an adjustment  must be in a written form we specify.  A request
for a face amount increase must be signed by the insured.  It must show the face
amount  desired after  adjustment.  An adjustment is effective on the adjustment
date.

A face amount  increase that is not a Cost of Living  Increase has its own Right
to Examine and Right to Exchange periods.

RIGHT TO EXCHANGE POLICY

You may exchange  this policy for a new life policy we make  available  for this
purpose on the life of the insured.  The new policy may not be a term  insurance
policy or a variable policy. Evidence of insurability will not be required.

The exchange  must be made during the first 24 months from the policy date while
your policy is in force,  but not while it is in a grace  period.  The  exchange
will be effective on receipt of written notice on a form we specify. This policy
will then  terminate.  The new  policy  will have the same  policy  date as this
policy.

You may choose whether the new policy will have either the same death benefit or
the same  amount at risk as this  policy.  The amount at risk is the  difference
between the accumulated value and the death benefit of the policy.  Premiums for
the new policy will be based on the same issue age, sex, and risk classification
as this policy.

An equitable  adjustment in the new policy's premiums and values will be made to
reflect any variations between the premiums and values under this policy and the
new policy. No additional charge will be made for this exchange  privilege.  Any
policy loans and unpaid loan interest must be repaid or  transferred  to the new
policy.

Any benefit riders included on this policy may be exchanged, without evidence of
insurability, for similar benefit riders on the new policy if:

     1.   You  request  the  similar  benefit  rider to be  included  on the new
          policy; and

     2.   The  similar  benefit  rider was  available  for the new policy on the
          effective  date of the benefit rider for this policy based on the same
          issue age, sex, and risk classification as the insured.

YOUR BENEFIT OPTIONS

You may elect to use one of these benefit options in your benefit  instructions.
If no benefit instructions are in effect at the insured's death, the beneficiary
may apply unpaid death proceeds under a benefit  option.  You may also apply the
net surrender  value of your policy at surrender or at maturity  under a benefit
option.

If  a  benefit  option  is  elected,   this  policy  must  be  exchanged  for  a
supplementary  contract effective when the policy proceeds first become payable.
Payments  under  the  following  options  are  not  affected  by the  investment
experience of any division of our separate account after the policy proceeds are
applied under an option.

Option A. SPECIAL BENEFIT ARRANGEMENT -- A specially designed benefit option may
be arranged with our approval.

Option B.  PROCEEDS  LEFT AT  INTEREST  -- We will hold the  amount  applied  on
deposit.  Interest payments will be made annually,  semi-annually,  quarterly or
monthly, as elected.

Option C. FIXED  INCOME -- We will pay an income of a fixed  amount or an income
for a fixed period not exceeding 30 years. Refer to Option C tables to determine
the number of fixed amount  payments or the amount of each fixed period payment.
On request, we will furnish benefit information not shown in the tables.

Option D. LIFE  INCOME -- We will pay an income  during a person's  lifetime.  A
minimum guaranteed period may be used, as shown in the Option D table.  Payments
will be in an amount we determine, but not less than shown in the table.

Option E. JOINT AND  SURVIVOR  LIFE  INCOME -- We will pay an income  during the
lifetime of two persons,  and continuing  until the death of the survivor.  This
option includes a minimum guaranteed period of 10 years.  Payments will be in an
amount we determine,  but not less than shown in the Option E table. On request,
we will furnish minimum income information for age combinations not shown in the
table.

Option F. JOINT AND  TWO-THIRDS  SURVIVOR  LIFE  INCOME -- We will pay an income
during the  lifetime of two  persons,  and  two-thirds  of the  original  amount
continuing until the death of the survivor. Payments during the time both people
are alive will be in an amount we determine  (the  "original  amount"),  but not
less than shown in the  Option F table.  On  request,  we will  furnish  minimum
income information for age combinations not shown in the table.


<PAGE>

OPTION C TABLES

Minimum  Monthly of Months for Which  Monthly  Income  will be Paid.  Payment on
Effective Date of Supplementary Contract.



- --------- -------- -------- -------- -------- --------- --------
 Amount             No. of            No. of             No. of
 Applied   Income   Pymts*   Income   Pymts*   Income   Pymts*
- --------- -------- -------- -------- -------- --------- --------
 $10,000    $50      274      $100     114       $175      61
  25,000    150      214       250     114        400      67
  50,000    250      274       500     114        750      72
 100,000    450      321     1,000     114      1,500      72
- --------- -------- -------- -------- -------- --------- --------

*Minimum number of months for which full monthly income will be paid.  There may
be part of a payment made one month after the last one. The partial payment will
be the balance, if any, of the amount applied less the payments, all accumulated
at interest.


Minimum  Monthly  Income  To Be Paid for  Number  Of  Years.  First  Payment  on
Effective Date of Supplementary Contract.

- --------- ------------------------------------------------------------------
Amount                        Number of Years
Applied
          --------- ------- -------- -------- -------- --------
              5        10     15        20      25       30
- --------- --------- ------- -------- -------- -------- --------
 $10,000     179.10   96.10   68.70    55.10    47.10   41.80
  25,000     447.75  240.25  171.75   137.75   117.75  104.50
  50,000     895.50  480.50  343.50   275.50   235.50  209.00
 100,000   1,791.00  961.00  687.00   551.00   471.00  418.00
- --------- --------- ------- -------- -------- -------- --------

                                 OPTION D TABLE



Minimum Monthly Life Income for Each $1,000 Applied.  First Payment on Effective
Date of Supplementary Contract.

  ----------------- ------------------------------------------------------------
    Age                        Minimum Guaranteed Period
Last Birthday
  Male Payee
              ------- -------- --------- ---------- --------- --------
                                     Inst.*
               None    5 Yrs.   10 Yrs.   15 Yrs.    20 Yrs.    Rfd.
   --------   ------- -------- --------- ---------- --------- --------
       55      4.45     4.44      4.40     4.33       4.23      4.24
       56      4.54     4.53      4.48     4.41       4.29      4.31
       57      4.64     4.62      4.57     4.48       4.35      4.38
       58      4.74     4.72      4.66     4.56       4.42      4.46
       59      4.84     4.82      4.76     4.65       4.48      4.54
       60      4.96     4.94      4.87     4.74       4.55      4.63
       61      5.08     5.06      4.97     4.83       4.61      4.72
       62      5.21     5.18      5.09     4.92       4.68      4.82
       63      5.35     5.32      5.21     5.01       4.75      4.92
       64      5.50     5.46      5.33     5.11       4.81      5.02
       65      5.66     5.62      5.47     5.21       4.87      5.13
       66      5.83     5.78      5.60     5.31       4.94      5.25
       67      6.01     5.95      5.75     5.41       4.99      5.37
       68      6.21     6.13      5.89     5.52       5.05      5.50
       69      6.42     6.33      6.05     5.62       5.11      5.64
       70      6.64     6.53      6.21     5.72       5.16      5.78
       71      6.87     6.74      6.37     5.82       5.20      5.93
       72      7.12     6.97      6.54     5.91       5.25      6.09
       73      7.39     7.21      6.71     6.01       5.29      6.25
       74      7.67     7.46      6.88     6.10       5.32      6.42
       75      7.98     7.73      7.05     6.18       5.35      6.60
   -------- ------------------ --------- --------- ---------- --------

*Income  payments  continue until the total  received  equals the amount applied
under the option.




Minimum Monthly Life Income for Each $1,000 Applied.  First Payment on Effective
Date of Supplementary Contract.

- ----------------- --------------------------------------------------------------
     Age                           Minimum Guaranteed Period
Last Birthday
 Female Payee
                ------- ------ ----------- ----------- ------------- -----------
                                                                       Inst.*
                  None   5 Yrs   10 Yrs.     15 Yrs.      20 Yrs.       Rfd.
- --------------- ------- ------ ----------- ----------- ------------- -----------
         55       4.05   4.05     4.03        4.00          3.95        3.94
         56       4.12   4.12     4.10        4.06          4.01        4.00
         57       4.20   4.19     4.17        4.13          4.07        4.06
         58       4.28   4.27     4.25        4.20          4.13        4.13
         59       4.36   4.35     4.33        4.28          4.20        4.20
         60       4.45   4.44     4.41        4.35          4.26        4.27
         61       4.55   4.54     4.50        4.43          4.33        4.35
         62       4.65   4.64     4.60        4.52          4.40        4.43
         63       4.76   4.74     4.70        4.61          4.47        4.52
         64       4.87   4.86     4.80        4.70          4.54        4.61
         65       5.00   4.98     4.91        4.80          4.61        4.70
         66       5.13   5.11     5.03        4.89          4.69        4.81
         67       5.27   5.24     5.16        5.00          4.76        4.91
         68       5.42   5.39     5.29        5.10          4.83        5.02
         69       5.58   5.55     5.43        5.21          4.90        5.14
         70       5.76   5.71     5.57        5.32          4.97        5.27
         71       5.94   5.89     5.73        5.43          5.03        5.40
         72       6.15   6.09     5.89        5.55          5.09        5.54
         73       6.37   6.30     6.06        5.66          5.15        5.69
         74       6.60   6.52     6.24        5.77          5.20        5.85
         75       6.86   6.75     6.42        5.88          5.25        6.02
- ------------ ---------- ------ ----------- ----------- ------------- -----------



*Income  payments  continue until the total  received  equals the amount applied
under the option.

OPTION E TABLE

Minimum  Monthly Joint and Survivor Life Income for Each $1,000  Applied.  First
Payment on Effective Date of Supplementary Contract.

- ----------------- --------------------------------------------------------------
Age Last Birthday              Age Last Birthday of Female Payee
  of Male Payee
                  ----------- ----------- ------------ ----------- -------------
                      55          60          62           65           70
- ----------------- ----------- ----------- ------------ ----------- -------------
        60           3.82        4.04        4.12         4.25          4.45
        62           3.85        4.09        4.19         4.33          4.57
        65           3.90        4.16        4.28         4.45          4.74
        70           3.95        4.26        4.40         4.62          5.01
        75           3.99        4.33        4.48         4.75          5.24
- ----------------- ----------- ----------- ------------ ----------- -------------



OPTION F TABLE



Minimum  Monthly  Joint and  Two-Thirds  Survivor  Life  Income for Each  $1,000
Applied. First Payment on Effective Date of Supplementary Contract.

- ------------------ -------------------------------------------------------------
Age Last Birthday               Age Last Birthday of Female Payee
  of Male Payee
                   ------------ ---------- ----------- ----------- -------------
                        55          60         62           65           70
- ------------------ ------------ ---------- ----------- ----------- -------------
        60             4.22        4.45       4.55         4.71         5.00
        62             4.30        4.54       4.65         4.82         5.14
        65             4.41        4.68       4.80         4.99         5.35
        70             4.61        4.92       5.06         5.29         5.74
        75             4.82        5.17       5.33         5.60         6.14
- ------------------ ------------ ---------- ----------- ----------- -------------

BENEFIT OPTION
INTEREST

Interest  at a rate we set,  but never  less than 3% a year,  will be applied to
determine the payments under Option B. Any such interest in excess of 3% will be
added to payments under Option C.

CONDITIONS



When a benefit option is elected:

     1.   Any amount payable to an assignee will be paid in one lump sum.

     2.   The amount  applied  must be at least  $2,000  and result in  periodic
          payments of at least $20.

     3.   Benefit  options are  restricted if the recipient of benefits is not a
          natural person.

     4.   Under  Options D, E and F, one of the  persons on whose life  payments
          are based  must be the  owner,  insured  or  beneficiary.  The size of
          payments  depends on the age and sex of the person or persons on whose
          life  payments are based.  This will be determined as of the effective
          date of the  supplementary  contract.  We reserve the right to require
          evidence of age, sex and continuing survival.


OWNER, BENEFICIARY, ASSIGNMENT

OWNERSHIP

The owner is as named in the application unless you change ownership as provided
below. As owner, you may exercise every right and enjoy every privilege provided
by your  policy,  subject to the rights of any  irrevocable  beneficiary.  These
rights and privileges end at the insured's death.

If you are not the insured and you die before the insured,  the insured  becomes
the owner unless you have provided for a successor owner.

BENEFICIARY

The  beneficiary(ies)  named in the application  will receive the death proceeds
unless you change the  beneficiary  designation  as  provided  below.  Any death
proceeds  payable to a  beneficiary  who dies  before the  insured  will be paid
equally to  surviving  beneficiaries  named in the  application,  unless we have
approved another written procedure requested by you. If no beneficiary  survives
the  insured,  the death  proceeds  will be paid to the owner or to the  owner's
estate.

CHANGE OF OWNER
OR BENEFICIARY

You may change the owner or beneficiary of this policy.  Your request must be in
writing.  Our approval is needed and no change is effective until we approve it.
Once approved, the change is effective as of the date you signed the request. We
have the right to  require  that you send us this  policy so we can  record  the
change.

BENEFIT INSTRUCTIONS

While the  insured is alive,  you may file  instructions  for the payment of the
death  proceeds  under one of the benefit  options  previously  described.  Such
instructions, or change of instructions, must be in written form approved by us.
If you change the beneficiary, it will revoke any prior benefit instructions.

ASSIGNMENT

You may assign your  policy as  collateral  for a loan.  We are not bound by any
assignment until it is received in written form at our home office. We assume no
responsibility for any assignment's  validity.  An assignment as collateral does
not change  the  owner.  The rights of  beneficiaries,  whenever  named,  become
subordinate to those of the assignee.

GENERAL INFORMATION


THE CONTRACT

This policy, the attached  application,  any amendments to the application,  the
current  data page,  and any  Written  Notification  Showing  Change make up the
entire  contract.  Any  statements  made  in the  application  or an  adjustment
application will be considered representations and not warranties. No statement,
unless  made in an  application,  will be used to void your  policy  (or void an
adjustment in case of an adjustment  application)  or to defend against a claim.
Unless a separate  effective  date is shown on the data page, the policy date is
also the effective date.


ALTERATIONS

This policy may be altered by mutual  agreement,  but any alterations must be in
writing and signed by one of our corporate officers.  No one else, including the
agent, may change the contract or waive any provisions.

INCONTESTABILITY

Your policy has a 2 year  contestable  period.  We will not claim your policy is
void or deny payment of any  proceeds  after the policy has been in force during
the insured's lifetime for 2 years from the policy date. This provision does not
apply to claims for total  disability or to accidental  death benefits which may
be provided in your policy.  Any face amount  increase made under the adjustment
options has its own 2 year  contestable  period which  begins on the  adjustment
date.

AGE AND SEX

If the age or sex of the insured has been  misstated,  the death benefit will be
that which would be purchased by the most recent mortality charge at the correct
age or sex.

DEFERMENT

We will usually pay  surrenders,  partial  surrenders,  or policy loans within 7
days after we receive a written  request in a form  satisfactory  to us. We will
usually pay any death  benefit  within 7 days after we receive proof at our home
office of the insured's death.

However, we may not be able to determine the value of the assets of our separate
account if:

     1.   The New York Stock Exchange is closed on other than customary  weekend
          and  holiday  closings,  or trading on the New York Stock  Exchange is
          restricted as determined by the Securities and Exchange Commission;

     2.   The Securities and Exchange  Commission by order permits  postponement
          for the protection of policyowners; or

     3.   The  Securities  and  Exchange  Commission  requires  that  trading be
          restricted or declares an emergency,  as a result of which disposal of
          securities  is not  reasonably  practicable  or it is  not  reasonably
          practicable to determine the net asset value of the mutual funds.

If any of the above events occur, we reserve the right to defer:

     1.   Determination  and payment of any surrender,  partial  surrenders,  or
          death proceeds;

     2.   Payment of any policy loans;

     3.   Determination of the unit values of the divisions;

     4.   Any requested transfer between the divisions; and

     5.   Use of the death proceeds under Your Benefit Options.

PARTICIPATING

Your policy is eligible to share in our divisible surplus. We will determine its
share and credit it as a dividend at the end of each  contract  year.  We do not
expect any dividends will be paid under this policy.  Dividends, if any, will be
paid in cash.

SUICIDE

This  policy's  death  proceeds will not be paid if the insured dies by suicide,
while sane or insane, within 2 years of the policy date. Instead, we will return
all premiums paid,  less any partial  surrenders and any policy loans and unpaid
loan interest. This amount will be paid to the beneficiary.

Any face amount  increase made under the adjustment  options will not be paid if
the  insured  dies by  suicide,  while  sane or  insane,  within  2 years of the
adjustment  date.  Instead,  we will  return  the sum of the  cost of  insurance
charges for the increased amount of protection.  This amount will be paid to the
beneficiary.

BASIS OF VALUES

Guaranteed  Maximum Cost of Insurance  Rates are based on the  mortality  tables
shown on the data page.

A detailed  statement of the method of calculating  values and benefits has been
filed  with the  insurance  department  of the  state in which  this  policy  is
delivered.  The guaranteed values are greater than or equal to those required by
any state law.

STATEMENT OF VALUE

We will mail a statement to you once each policy year until the policy ends. The
statement will show:

     1.   The current death benefit;

     2.   The current accumulated and surrender values;

     3.   All premiums paid since the last statement;

     4.   Any investment gain or loss since the last statement;

     5.   All charges since the last statement;

     6.   Any policy loans and unpaid loan interest:

     7.   Any partial surrenders since the last statement;

     8.   The number of units and unit value; and

     9.   The total value of each of your investment accounts.

FLEXIBLE  VARIABLE  ANNUITY LIFE  INSURANCE  POLICY.  Adjustable  death benefit.
Benefits  payable at death or earlier maturity date.  Flexible  premiums payable
until maturity date or prior death.  Some benefits reflect  investment  results.
PARTICIPATING.

                         COST OF LIVING INCREASE RIDER


We will periodically  increase the face amount of your policy based on increases
in the Consumer Price Index for All Urban  Consumers,  subject to the provisions
of this rider.  These  increases are automatic.  No evidence that the insured is
insurable is required.

LIMITATIONS AND
CONDITIONS

These limitations and conditions apply:

     1.  Increases  are  available  only on every  3rd  policy  anniversary,  as
         measured from the policy date, and only when the amount of the increase
         is at least the minimum cost of living increase shown on the data Dane.

     2.  The amount of increase will be:

         a.    The lesser of the calculated  increase (as  determined  below) or
               the maximum cost of living increase shown on the data page;

LESS

         b.    The total of any face amount increases made during the prior year
               at a  standard  risk  class (not  including  increases  under any
               Guaranteed Increase Option Rider).

     3.  Increases are subject to your acceptance,  the provisions of this rider
         and any other applicable policy provisions, including any exclusions or
         limitations.

THE CALCULATED
INCREASE

The calculated cost of living  increase is based on the all-item  Consumer Price
Index for All Urban Consumers (CPI) as published by the United States Department
of Labor. The increase amount is determined by multiplying your policy's current
cost of living base (shown on the data page) by an increase factor. The increase
factor will be:

     1.  CPI 6 months prior to the cost of living increase date

DIVIDED BY

     2.  CPI 42 months prior to the cost of living increase

LESS

     3.  1.00

If use of the Index  would  result in a face amount  decrease,  no change in the
face amount will be made.

We will  substitute  what we believe is an  appropriate  index for the  Consumer
Price Index for All Urban Consumers if:

     1.  The Index is discontinued, delayed, or otherwise not available for this
         use; or

     2.  The  composition or base of, or method of calculating the Index changes
         so that we consider it not appropriate for calculating  further cost of
         living increases.

MONTHLY
DEDUCTIONS

The monthly  deduction  will be increased to cover the costs and charges for any
increase in protection made under this rider. This increase will be based on the
risk class or classes shown on the data page.

DISABILITY BENEFITS

If your policy has a rider that provides any benefits due to disability, we will
increase  such  benefits  when  a cost  of  living  increase  occurs.  For  more
information, see the rider providing these benefits.

PLANNED PERIODIC
PREMIUM

Your planned periodic premium will be increased  accordingly for any increase in
protection made under this rider.  Increases are subject to your acceptance.  We
will notify you of any increase.

LIMIT ON COST OF
LIVING BASE

Your cost of living base may not be greater than the face amounts on your policy
that have a standard risk class.

TERMINATION

This rider terminates,  with no further cost of living increases  available,  on
the first of:

     1.  The policy anniversary following the insured's 55th birthday;

     2.  Any  decrease in your  policy's  face  amount  (except as a result of a
         partial surrender or a change in your death benefit option);

     3.  Your rejection of an automatic cost of living increase; or

     4.  The termination of your policy.

REINSTATEMENT
If this rider terminates under 2, 3, or 4 above it will be reinstated:

     1.  Whenever an underwritten increase is made in your policy's face amount,
         provided that increase is issued at a standard risk class;

     2.  If your policy is reinstated at a standard risk class; or

     3.  Automatically  on the policy  anniversary  following the insured's 21st
         birthday. if terminated prior to that time.

                       WAIVER OF MONTHLY DEDUCTIONS RIDER


This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application and deduction from  accumulated  value of the monthly cost of waiver
rates for the benefits  provided by this rider. All definitions,  provisions and
exceptions of the policy apply to this rider unless  changed by this rider.  The
effective date is the policy date unless another date is shown on the data page.

DISABILITY BENEFITS

If the insured  becomes  totally  disabled while this rider is in force, on each
monthly date during a waiver period we will waive (or credit to the  accumulated
value if already deducted) the monthly deductions for the policy benefits.

If death  benefit  Option 1 is in  effect  when we begin to waive  your  monthly
deductions,  we will then  change it to Option 2. You may not  change  the death
benefit option or increase the face amount under Your Adjustment  Options during
a waiver period.

We will pay the death benefit to you on the maturity date if the policy  matures
while monthly deductions are being waived under this rider.

If monthly  deductions  for policy  benefits  are being waived under this rider,
your  policy  will remain in force  whether or not your net  surrender  value is
sufficient to continue the monthly deductions.

You may continue to pay premiums as described in your policy.

COST OF WAIVER
RIDER

The cost for the Waiver of Monthly  Deductions Rider is deducted on each monthly
date. The cost is 1 multiplied by the result of 2 minus 3, where:

     1.  Is the Cost of Waiver Rate as shown on the data page divided by 1,000;

     2.  Is the death benefit at the beginning of the policy month; and

     3.  Is the accumulated value at the beginning of the month.

TOTAL DISABILITY

For purposes of this rider,  total  disability is disability  which results from
injury or sickness and prevents the insured from working for pay or profit:

     1.  In the  insured's  regular  occupation  during the first 2 years of the
         disability; and

     2.  Thereafter,  in any  occupation  for which the  insured  is  reasonably
         fitted by education, training, or experience.

Until  the  insured's  25th  birthday,  "working  for  pay or  profit"  includes
attending school full time outside the home.

Total  disability also means (without regard to "working for pay or profit") the
total and irrecoverable loss of (a) sight of both eyes; (b) use of both hands or
both feet; or (c) use of one hand and one foot.

EXCEPTION

In no case will the monthly  deduction be waived or credited under this rider if
the total disability  results from an intentional  self-injury or service in the
military forces of any country at war, declared or undeclared.

WAIVER PERIOD

A waiver period becomes  effective  only after the insured has remained  totally
disabled for 6 continuous months. Once effective, the waiver period begins:

     1.  On the insured's age 5 policy  anniversary  if the rider was issued and
         total disability began before and continues to that date; or

     2.  For all  others,  on the  monthly  date  which  follows  the date total
         disability began.

In no event  will a  waiver  period  begin  earlier  than one year  prior to our
receipt of written notice of the insured's total disability.

The  waiver  period  will  continue  as  long  as  total  disability   continues
uninterrupted, except that the waiver period will:

     1.  End on the policy's  maturity date (or death of the insured,  whichever
         is earlier) if total disability:

         a.    Begins prior to the insured's age 60 policy anniversary; and

         b.    Continues to the insured's age 65 policy anniversary.

     2.  End on the insured's age 65 policy anniversary, if total disability:

         a.    Begins on or after the insured's age 60 policy anniversary; and

         b.    Begins before the insured's age 63 policy anniversary.

     3.  End after 2 years if total disability:

         a.    Begins on or after the insured's age 63 policy anniversary; and

         b.    Begins before the insured's age 65 policy anniversary.

An age policy  anniversary means the policy anniversary on or next following the
birthday designated.

               EXAMPLE:  If the policy date is June 5, 1997,  and the insured is
               65 years old on June 4, 1998,  the age 65 policy  anniversary  is
               June 5, 1998.

If during a waiver period, a waived or credited  deduction would disqualify your
policy as "life  insurance" as defined in the Internal Revenue Code, as amended,
we will not waive that  deduction.  We will resume waiving  deductions when they
would not disqualify your policy as "life insurance".

PROOF OF
DISABILITY

We will require  proof which  satisfies  us of the  insured's  total  disability
before any monthly  deduction can be waived or credited.  Such proof may include
examination by doctors we select.

We may require similar proof of the insured's  continued  total  disability from
time to time  during  the  first 2 years  of  total  disability  and once a year
thereafter.

If such proof is not  provided  as we  require,  the waiver  period will end and
monthly deductions will again be deducted from your accumulated value.

CLAIMS

The benefits of this rider will not be granted unless we receive  written notice
of the claim while the insured is living and remains totally  disabled.  Failure
to  comply,  however,  will  not  invalidate  a claim  if it was not  reasonably
possible to give written notice within such time and notice was given as soon as
reasonably possible.

Even if your policy  terminates  because of the  expiration  of a grace  period,
benefits of this rider may be granted if:

     1.  The total  disability  for which claim is made began  before the end of
         the grace period;

     2.  We receive  written  notice of the claim  within one year after the due
         date of the first unpaid monthly deduction; and

     3.  All other conditions for this rider are met.

If total disability begins within the grace period, any unpaid monthly deduction
due prior to the start of the waiver  period must be paid before the benefits of
this rider are available.

COST OF LIVING
INCREASES OR
GUARANTEED
INCREASE OPTION
INCREASES

Refer to your policy data page to see if your policy contains:

     1.  A Cost of Living Increase Rider; or

     2.  A Guaranteed Increase Option Rider.

If so, any increase  arising from either of these riders will also be covered by
this Waiver of Monthly  Deductions  Rider. The monthly  deduction for this rider
will be increased  based on the risk class or classes shown on the data page. We
will not require evidence of insurability.

If an increase  under either of these riders becomes  effective  during a waiver
period,  the monthly  deduction  for the increase  will be waived as long as the
waiver period continues.

TERMINATION

This rider ends on the first of:

     1.  The termination of your policy;

     2.  The  insured's  age 65  policy  anniversary,  or at the end of a waiver
         period which is in effect on the insured's  age 65 policy  anniversary;
         or

     3.  Our  receipt of your  written  request to cancel it. The change will be
         effective on the monthly date on or next  following the date we receive
         the  request.  We may  require  that you send  your  policy to our home
         office so that we can record the cancellation.

                        GUARANTEED INCREASE OPTION RIDER


This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application and deduction from the  accumulated  value of the cost of guaranteed
increase option benefits provided by this rider. All definitions, provisions and
exceptions of the policy apply to this rider unless  changed by this rider.  The
effective  date is the same as the policy date unless  another  date is shown on
the data page.

THE INCREASE
OPTION

You may increase the face amount of your policy,  subject to the  provisions  of
this  rider,  so long as your  policy and this rider  have not  terminated.  The
increase may be obtained

     1.  Only if the insured consents;

     2.  Without evidence of the insured's insurability;

     3.  On any option date shown in this rider;

     4.  Up to the maximum  guaranteed  increase option amount shown on the data
         page on each option date: and

     5.  At the risk class rate and subject to any exclusions  shown on the data
         page.

EXERCISE OF THE
OPTION

Your written  application for a guaranteed  increase must be submitted within 60
days prior to an option date.  The increase is subject to conditions  applicable
to  adjustments  under Your  Adjustment  Options,  except  that no  evidence  of
insurability  is required  and the option may be  exercised  while  premiums are
being waived under any rider.  Monthly  deductions  will be increased as for any
increase in face amount.  The effective  date of the increase is the option date
(unless it is an exercise of the Advance Option Privilege).

OPTION DATES

Each  policy  anniversary  after  this  rider's  effective  date,  on which  the
insured's  attained  age is either  25,  28,  31, 34, 37 or 40 will be an option
date.

The right to increase on any option date will expire if the right is not used on
that option date. This would not affect your right to make guaranteed  increases
on any future option dates.

If you use the advance option  privilege,  as shown below, you forfeit the right
to a guaranteed increase on the next normal option date.

ADVANCE OPTION
PRIVILEGE

You may elect to take the guaranteed  increase  available under this rider prior
to and in place of the guaranteed  increase  available on the next normal option
date. This advance option  privilege is available  immediately when any of these
events occurs:

     1.  The marriage of the insured;

     2.  The  birth of a  liveborn  child  to the  insured  or to the  insured's
         marriage; or

     3.  The insured's legal adoption of a child.

The increase  will be effective on the monthly date next  following  application
for use of this privilege.

If this advance option  privilege  becomes  available due to multiple  births or
adoptions,  the  amount  of  the  guaranteed  increase  available  will  be  the
guaranteed increase available on the next normal option date times the number of
liveborn or adopted children.

The advance option privilege will expire with respect to a particular  marriage,
birth  or  adoption,  if it is not  used  within  90 days of  such  event.  This
expiration  will in no way  affect  any future  option  dates or advance  option
privileges.

Application for use of this privilege must be in writing. It must be made during
the lifetime of the insured. It must be sent to our home office no later than 90
days after the date of marriage, birth or adoption.

You  must  also  include  proof  satisfactory  to us of the  marriage,  birth or
adoption.

TEMPORARY DEATH
BENEFIT AT
MARRIAGE, BIRTH
OR ADOPTION

If the insured dies during the 90 day period after marriage,  birth or adoption,
without  having  applied  for the  available  increase,  we will  increase  your
policy's death proceeds by the maximum increase available under this rider.

MONTHLY
DEDUCTIONS

The monthly  deduction  will be increased to cover the costs and charges for any
increase  in  protection  made under this  rider.  The  increase  in the cost of
insurance  and the  cost of any  additional  benefits  will be based on the risk
class shown on the data page.

FACE AMOUNT
DECREASES

Our underwriting rules do not permit a guaranteed increase option amount greater
than the policy face amount.  If a face amount  decrease  causes a conflict with
that rule, we will reduce the guaranteed  increase option amount and its monthly
deductions accordingly.

ADDITIONAL
BENEFITS

If your data page shows that any benefits due to disability are available  under
your policy we will increase  those benefits when a guaranteed  increase  option
increase occurs. For more information see the rider providing these benefits.

If your data page shows that accidental  death benefits are available under this
guaranteed  increase  option rider,  you may ask that increases under this rider
include such accidental  death benefits.  Our approval of such request is needed
and is subject to our underwriting limits then in effect.

COST OF INSURANCE

We deduct the cost of insurance for the benefits  provided by this rider on each
monthly date. The cost is 1 multiplied by 2, where:

     1.  Is the cost of  insurance  rate,  as described in the Cost of Insurance
         Rates section, divided by 1,000; and

     2.  Is the maximum  guaranteed  increase option amount as shown on the data
         page.

COST OF INSURANCE
RATES

The monthly cost of insurance  rates for the guaranteed  increase option benefit
are based on the sex,  issue age,  and risk class of the  insured.  We determine
these rates based on our expectations as to our future mortality experience. Any
change  in these  rates  applies  to all  individuals  of the same  class as the
insured.  The cost of insurance  rates will never be greater than those shown on
the data page in the Table of Guaranteed Maximum Cost of Insurance Rates for the
Guaranteed Increase Option.

TERMINATION

This rider ends on the first of:

     1.  The termination of your policy;

     2.  The policy anniversary following the insured's 40th birthday; or

     3.  Our receipt of your  written  request to cancel this rider.  The change
         will be effective on the monthly date on or next  following the date we
         receive  the  request.  We have the  right to ask that you send us this
         policy so we can record the cancellation.

                         ACCIDENTAL DEATH BENEFIT RIDER


This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application  and  deduction  from the  accumulated  value of the monthly cost of
accidental death benefits  provided by this rider.  All definitions,  provisions
and  exceptions of the policy apply to this rider unless  changed by this rider.
The effective  date is the policy date unless  another date is shown on the data
page.

ACCIDENTAL  DEATH  BENEFIT This rider  provides an  accidental  death benefit as
shown on the data page. We will pay the benefit to the beneficiary  upon receipt
of proof satisfactory to us that:

     1.   The  insured  died on or after the policy  anniversary  following  the
          insured's first birthday;

     2.   The insured died as a result,  directly and independently of all other
          causes, of accidental bodily injury; and

     3.   The death is not a direct or indirect result of an Excluded Risk.

EXCLUDED RISKS

We will not pay the  accidental  death  benefit  if death  results  directly  or
indirectly from any of the following:

     1.   Suicide, while sane or insane;

     2.   War or an act of war, or service in the military forces of any country
          at war, declared or undeclared;

     3.   Bodily  or  mental  disease  or  infirmity,  or  medical  or  surgical
          treatment thereof;

     4.   The commission or attempted commission by the insured of an assault or
          felony;

     5.   Operating,  riding in or descending from any kind of aircraft in which
          the insured is a pilot or a member of the operating  crew, or in which
          the  insured  is   receiving   or  giving  any  kind  of  training  or
          instruction; or

     6.   The voluntary taking of or the effects of voluntarily  using any drug,
          narcotic or hallucinogen unless prescribed for and administered to the
          insured by a licensed  physician  who is not a member of the insured's
          family. This includes any controlled substances listed in Schedules I,
          II, III or IV of the  Federal  Controlled  Substances  Act,  21 U.S.C.
          Section 812, or successor statutes, as they may be amended.

AUTOPSY

We reserve the right to examine the  insured's  body and,  unless  prohibited by
law, to make an autopsy.

INCREASES

You may increase the  accidental  death benefit up to the current face amount of
your policy, provided:

     1.   The increase is for at least the minimum face amount increase as shown
          on the data page;

     2.   The  increase  does  not  result  in a  total  benefit  exceeding  our
          underwriting limits then in effect; and

     3.   You supply  evidence  of  insurability  which  satisfies  us under our
          underwriting rules then in effect.

FACE AMOUNT
DECREASES

Our  underwriting  rules do not permit  accidental death benefit amounts greater
than policy face amounts.  If a face amount decrease causes a conflict with that
rule,  we will  reduce  the  accidental  death  benefit  amount  and  its  cost,
accordingly.

COST OF INSURANCE

We deduct the cost of insurance for the benefits  provided by this rider on each
monthly date. The cost is 1 multiplied by 2, where:

     1.   Is the cost of insurance  rate,  as described in the Cost of Insurance
          Rates section, divided by 1,000; and

     2.   Is the accidental death benefit.

COST OF INSURANCE
RATES

The monthly cost of insurance  rates for the accidental  death benefit are based
on the sex, attained age and risk class of the insured. We determine these rates
based on our expectations as to our future mortality  experience.  Any change in
these rates  applies to all  individuals  of the same class as the insured.  The
cost of insurance  rates will never be greater than those shown on the data page
in the Table of Guaranteed  Maximum Cost of Insurance Rates for Accidental Death
Benefits.  However,  different  guaranteed  maximum cost of insurance  rates may
apply to any increase in the accidental death benefit.

TERMINATION
This rider ends on the first of:

     1.   Termination of your policy;

     2.   The policy anniversary following the insured's 70th birthday; or

     3.   Our receipt of your written  request to cancel this rider.  The change
          will be effective on the monthly date on or next following the date we
          receive the  request.  We may require that you send your policy to our
          home office to record the cancellation.

                          CHILDREN TERM INSURANCE RIDER


Thisrider  is  part  of  your  policy.  It is  issued  in  consideration  of the
application  and  deduction  from the  accumulated  value of the monthly cost of
children  term  insurance  benefits  provided  by this rider.  All  definitions,
provisions  and  exceptions of the policy apply to this rider unless  changed by
this rider.  The effective  date is the policy date unless another date is shown
on the data page.

DEFINITION

An Insured Child under this rider is:

     1.  Any child,  stepchild or legally  adopted child of the insured named in
         the  application for this rider who is less than 18 years of age on the
         date of the application for this rider;

     2.  Any child of the  insured  born after the date of the  application  for
         this rider; and

     3.  Any child  less than 18 years of age  legally  adopted  by the  insured
         after the date of the application for this rider.

A child will not be an insured  child and will not be covered  before  attaining
the age of 14 days or beyond this rider's protection period.

INSURANCE BENEFIT

We will pay this rider's  beneficiary its insurance amount upon receipt of proof
of an insured  child's  death.  This  rider's  insurance  amount is equal to the
number of units of this  rider  included  in your  policy,  as shown on the data
page, times $1,000.

            EXAMPLES:
            3 UNITS children term x $1,000 =
            $3,000 insurance amount for each child

            4.5 UNITS children term x $1,000
            $4,500 insurance amount for each child

PROTECTION PERIOD

This rider's protection period ends on the first of:

     1.  Termination of this rider (see Termination section below); or

     2.  As to  any  individual  insured  child,  the  policy  anniversary  next
         following the insured child's 25th birthday.

COST OF INSURANCE

We deduct the cost of insurance for the benefits  provided by this rider on each
monthly date. The cost is 1 multiplied by 2, where:

     1.  Is the number of units; and

     2.  Is the rate per unit shown on the data page.

BENEFICIARY

The  beneficiary  named in the  application  for this  rider will  receive  this
rider's insurance amount,  unless the beneficiary is changed as provided in your
policy.

OWNERSHIP

The policy's owner is also the owner of this rider.  Any changes in ownership of
your  policy and all  provisions  which  apply to  ownership  also apply to this
rider.

INCONTESTABILITY

We will not claim this rider is void or deny  payment  of its  insurance  amount
after it has been in force  during the  insured's  lifetime for 2 years from its
effective date.

SUICIDE

This rider's  insurance  amount will not be paid if the insured dies by suicide,
while sane or insane,  within 2 years of its effective  date.  Instead,  we will
return all costs of children term insurance deducted for this rider. This amount
will be paid to the beneficiary.

PAID-UP BENEFIT

If the  insured  dies  while  your  policy  and this  rider are in force with no
monthly deduction in default, this rider will become fully paid up. It will then
continue  in force  during  its  protection  period,  as shown on the data page,
unless surrendered. You may obtain the cash value of this rider, when fully paid
up, at any time. Your request must be in writing. The cash value will be the net
single premium for the insurance at the respective  attained age of each insured
child  based  on the  Commissioners  1980  Standard  Ordinary  Mortality  Table,
assuming:

     1.  Interest at 4% a year,

     2.  Immediate payment of claims; and

     3.  Age determined on last birthday basis

The net cash value  within 30 days after a policy  anniversary  will not be less
than the value on the anniversary.

EXCHANGE

     Any insurance under this rider may be exchanged for a policy on the life of
         the insured child on the earlier of:

     1.  The policy anniversary following the insured child's 25th birthday;

     2.  The policy anniversary following the insured's 65th birthday; or

     3.  The death of the insured.

No evidence of insurability is required provided:

     1.  We receive written application and payment of the first premium for the
         policy no earlier  than 90 days before nor later than 31 days after the
         date exchange may be made as provided above; and

     2.  The policy  face  amount is not less than $1,000 per unit of this rider
         and is not more than $5,000 per unit of this rider.

This policy may be any form of life  policy,  except term,  available  under our
underwriting  rules  then in  effect.  Its  premium  rate  will  be at our  then
published  standard risk class rate for the policy based on the insured  child's
attained age. Its effective  date will be the date of exchange.  No insurance is
provided until the insurance under this rider terminates.

The new policy may include waiver disability or accidental death riders with our
consent and upon payment of any additional cost we determine for the riders.

If an insured child dies within 31 days of the date on which exchange would have
been allowed, we will pay a death benefit of $1,000 per unit of this rider.

REINSTATEMENT

This rider may be reinstated as part of your policy if, in addition to all other
policy conditions for reinstatement, you supply evidence which satisfies us that
each proposed  insured child is insurable under our  underwriting  rules then in
effect.

Upon reinstatement,  if any child proposed for insurance does not meet the above
conditions,  this rider may still be  reinstated as part of your policy but only
with an endorsement  excluding  such  ineligible  child from insurance  coverage
under this rider.

TERMINATION This rider ends the first of:

     1.  Termination of your policy;

     2.  The policy anniversary following the insured's 65th birthday; or

     3.  Our  receipt of your  written  request to cancel it. The change will be
         effective on the monthly date on or next  following the date we receive
         the request. We may require you to send your policy to the

                           SPOUSE TERM INSURANCE RIDER


This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application  and  deduction  from the  accumulated  value of the monthly cost of
spouse  term  insurance  benefits  provided  by  this  rider.  All  definitions,
provisions  and  exceptions of the policy apply to this rider unless  changed by
this rider.  The effective  date is the policy date unless another date is shown
on the data page.

DEFINITION

SPOUSE--means, for the purposes of this rider, the person named as the spouse in
the application for this rider.

INSURANCE BENEFIT

Upon receipt of proof that the spouse died before  termination of this rider, we
will pay the beneficiary of this rider the face amount shown on the data page.

COST OF INSURANCE

We deduct the cost of insurance for the benefits  provided by this rider on each
monthly date. The cost is 1 multiplied by 2, where:

     1.  Is the cost of  insurance  rate,  as described in the Cost of Insurance
         Rates section, divided by 1,000; and

     2.  Is the face amount of this rider.

COST OF INSURANCE
RATES

The cost of insurance  rates for spouse term insurance are based on the attained
age, sex, and risk class of the spouse and the insured. We determine these rates
based on our expectations as to our future mortality  experience.  Any change in
these rates applies to all  individuals  of the same class as the spouse and the
insured.  The cost of insurance  rates will never be greater than those shown on
the data page in the Table of Guaranteed  Maximum Cost of Spouse Term  Insurance
Rates.

PAID-UP BENEFIT

If the  insured  dies  while  your  policy  and this  rider are in force with no
monthly  deductions  in default,  this rider will become  fully paid up. It will
then continue in force during its  protection  period as shown on the data page,
unless surrendered. You may obtain the cash value of this rider, when fully paid
up, at any time. Your request must be in writing. The cash value will be the net
single  premium  for the  insurance  based on the  Commissioners  1980  Standard
Ordinary Mortality Table, assuming:

     1.  Interest at 4% a year;

     2.  Immediate payment of claims; and

     3.  Age determined on last birthday basis.

The net cash value  within 30 days after a policy  anniversary  will not be less
than the value on the anniversary.

EXCHANGE

Any insurance  under this rider may be exchanged for a policy on the life of the
spouse without evidence of  insurability.  This exchange must occur on or before
this rider's expiration date.

The policy may be any form of life  policy,  except  term,  available  under our
underwriting rules then in effect,  based on the attained age of the spouse. The
policy  will be in the same risk class as shown for the spouse on this  policy's
data page: Its effective date will be the date of exchange. Its face amount will
equal the face amount provided by this rider. No insurance is provided until the
insurance under this rider terminates.

The new policy may include waiver disability or accidental death riders with our
consent and upon payment of any additional cost we determine for the riders.

BENEFICIARY

The  beneficiary  named in the  application  for this  rider will  receive  this
rider's  face  amount,  unless the  beneficiary  is changed as  provided in your
policy.

OWNERSHIP

Your policy's owner is also the owner of this rider. Any changes in ownership of
your  policy and all  provisions  which  apply to  ownership  also apply to this
rider.

MISSTATEMENT OF
AGE AND SEX

If the age and sex of either the insured or spouse is not correctly shown on the
data page,  we will  adjust the amount  payable  under this rider to reflect the
correct  age and  sex.  The ages  shown  should  be the  ages on the  respective
birthdays prior to the effective date.

INCONTESTABILITY

We will not claim this rider is void or deny  payment  of its  insurance  amount
after it has been in force  during the  lifetime  of the spouse for 2 years from
its effective date.

SUICIDE

This  rider's  face  amount  will not be paid if the  insured or spouse  dies by
suicide,  while sane or insane,  within 2 years of its effective date.  Instead,
the rider will  immediately  terminate,  and we will  return all costs of spouse
term insurance charges paid. This amount will be paid to the beneficiary.

REINSTATEMENT

This rider may be reinstated as part of your policy in a risk class we determine
based on facts in the application for reinstatement, if in addition to all other
policy  conditions for reinstatement you supply evidence which satisfies us that
the spouse is insurable under our underwriting rules then in effect.

TERMINATION

This rider ends on the first of:

     1.  Termination of your policy;

     2.  Its exchange as provided above;

     3.  The end of the  protection  period  for this rider as shown on the data
         page; or

     4.  Our  receipt of your  written  request to cancel it. The change will be
         effective on the monthly date on or next  following the date we receive
         the  request.  We may  require  that you send  your  policy to the home
         office to record the cancellation.

                             CHANGE OF INSURED RIDER


This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application. We charge no premium for this rider.

CHANGE OF INSURED
PRIVILEGE

You may name a new insured for this policy provided:

     1.  You are the original and current owner of this policy;

     2.  This policy is in force and is not within the grace period;

     3.  Benefits  are not being  granted  under any rider due to the  insured's
         disability;

     4.  You have an insurable interest in the life of the proposed new insured;

     5.  The age last birthday of the proposed new insured is 69 or under on the
         Change of Insured Date; and

     6.  You supply  evidence  which  satisfies us of the proposed new insured's
         insurability under our underwriting rules then in effect.

LIMITATIONS AND
CONDITIONS

The change to a new insured is subject to these limitations and conditions:

     1.  The face amount,  surrender value and accumulated value will remain the
         same.

     2.  The minimum  monthly  premium  after the Change of Insured Date will be
         the greater of:

         a.    The minimum monthly premium before the Change of Insured Date, or

         b.    The minimum monthly premium based on the age, sex, and risk class
               of the new insured.

     3.  Any benefit  riders  which are part of this policy end on the Change of
         Insured  Date.  Riders may be added for the new  insured  only with our
         consent.

     4.  Any loans or unpaid  loan  interest  secured by your policy will remain
         indebtedness  and are  subject to the  conditions  of the Policy  Loans
         section of your policy.

     5.  Your policy will remain subject to any existing assignments.

     6.  The Change of Insured Date will be the monthly date next  following our
         approval of a requested Change of Insured Application. The insurance on
         the new insured will be effective on the Change of Insured Date.

               EXAMPLE:  If the policy  date is June 5, 1997 and your  requested
               Change of Insured is  approved on April 20,  1999,  the Change of
               Insured Date will be May 5, 1999.

INCONTESTABILITY

We will not claim your policy is void or deny payment of any  proceeds  after it
has been in force during the new insured's  lifetime for 2 years from the Change
of Insured Date for the new insured,  except for any claim for total  disability
or accidental death benefits your policy may provide.

Any face amount increase made under Your Adjustment  Options after the Change of
Insured  Date  has its own 2 year  contestability  period  which  begins  on the
adjustment date.

SUICIDE

The death  proceeds of the policy  will not be paid if the new  insured  dies by
suicide, while sane or insane, within 2 years of the date of exchange.  Instead,
we will pay the net surrender value as of the date of death.

TERMINATION

This rider ends on the first of:

     1.  The policy anniversary following the insured's 70th birthday;

     2.  Termination of your policy;

     3.  The death of the insured under your policy while it is in force; or

     4.  The  application of your policy's net surrender  value under a lapse or
         surrender option, or the surrender of this rider.

                          DEATH BENEFIT GUARANTEE RIDER


This rider is part of your policy. The effective date is the policy date.

DEATH BENEFIT
GUARANTEE

If you meet the death benefit guarantee premium requirement described below, the
policy will not enter its grace period even if your net  surrender  value is not
sufficient to cover the monthly deduction on a monthly date.

MATURITY
GUARANTEE

On the policy  maturity  date,  we will pay you the excess,  if any, of the face
amount over your maturity proceeds if the following conditions are met:

     1.  This rider is in force;

     2.  The insured is alive; and

     3.  You have met the death benefit guarantee premium requirement  described
         below.

DEATH BENEFIT
GUARANTEE
PREMIUM
REQUIREMENT

The death benefit guarantee  premium  requirement on each monthly date is met if
(1) is equal to or greater than (2) where:

     1.  Is the sum of all  premiums  paid less any partial  surrenders  and any
         policy loans and unpaid loan interest; and

     2.  Is the sum of the monthly death benefit guarantee  premiums  applicable
         to date as shown on the data page plus the next monthly  death  benefit
         guarantee premium.

The death  benefit  guarantee  premium  is based on the issue  age,  sex,  death
benefit option, and risk class of the insured and is shown on the data page.

For any month  that your  deductions  are being  paid by our  Waiver of  Monthly
Deductions  Rider, we will consider your monthly death benefit guarantee premium
to be zero.

CHANGES THAT
AFFECT THE DEATH
BENEFIT
GUARANTEE
PREMIUM
REQUIREMENT

Your death benefit guarantee premium may change if:

     1.  Your face amount is increased or decreased;

     2.  There is a change in your death benefit option; or

     3.  A rider is added or deleted.

If your  death  benefit  guarantee  premium  changes  we will  send you  written
notification  of the  change.  Also,  as the result of a change,  an  additional
premium  may be  required  on the date of  change in order to meet the new death
benefit guarantee premium requirement.

NOTICE

If on any monthly date the death benefit  guarantee  premium  requirement is not
met,  we will  send  you a  notice  of the  premium  required  to  maintain  the
guarantee.  If the  premium  is not  received  in our home  office  prior to the
expiration  of 61 days  after the date we mail our  notice,  the  death  benefit
guarantee will no longer be in effect and this rider will terminate.

REINSTATEMENT

If this rider terminates, it may not be reinstated.

TERMINATION

This rider ends on the first of:

     1.  The termination of your policy.

     2.  The expiration of 61 days after the date we mail our notice to you that
         the death benefit  guarantee  premium has not been met and your failure
         to remit the required premium.

                            ACCOUNTING BENEFIT RIDER

This rider is part of your policy. All definitions,  provisions,  and exceptions
of the policy apply to this rider unless  changed by this rider.  The  effective
date is the Policy Date.

RIDER
PROVISIONS

The SCHEDULE OF CHAGES and TABLE OF SURRENDER CHARGES  provisions in yourcurrent
Data Pages are amended as follows:

     1.  SCHEDULE OF CHARGES

         The  following  paragraph is inserted as the last two  sentences in the
         paragraph labeled "Premium Expense Charge:"

         Should you surrender this policy for its net surrender  value,  we will
         refund you a percentage of the cumulative  premium  expense  charges by
         applying the following  percentages:  If you  surrender  your policy in
         Year One - 100%; Year Two - 67%; Year Three - 33%; Year Four and later
         - 0%.

     2.  TABLE OF SURRENDER CHARGES

         The following  two  sentences are added to the paragraph  following the
         TABLE OF SURRENDER CHARGES:

         Should  you  surrender  this  policy  for its net  surrender  value the
         applicable  surrender charges will be reduced by the application of the
         following percentages: If you surrender your policy in Year One - 100%;
         Year Two - 80%;  Year  Three - 60%;  Year Four - 40%;  Year Five - 20%;
         Year Six and after - 0%.

TERMINATION

This rider ends on the first of:

     1.  Termination of

     2.  Our receipt of your Written  Request to cancel it. To be effective on a
         specific  Monthly  Date your  Written  Request  must be  received by us
         within 31 daysafter  that date.  We may require you to send your policy
         to the home office to record the cancellation; or

     3.  Your Sixth Policy Anniversary.


                           ACCELERATED BENEFITS RIDER

This rider is part of your policy. All definitions,  provisions,  and exceptions
of the policy apply to this rider unless  changed by this rider.  The  effective
date is the same as the policy  date  unless  another  date is shown on the data
page.

DEFINITIONS

The eligible face amount means:

Under Option 1.

The face amount of your policy.

Under Option 2.

The sum of the face amount of your policy plus its accumulated value.

BENEFIT

We will pay an accelerated  benefit if the insured is terminally ill, subject to
the provisions of this rider. The maximum accelerated benefit you may receive is
the lesser of the amount shown in the data page or:

     1.  75% of the eligible face amount;

                  MINUS

     2.  Any outstanding policy loans,  unpaid loan interest and previously paid
         accelerated benefit.

We will pay the accelerated benefit as a lump sum. Payments other than as a lump
sum may be made at your request,  subject to our approval. The minimum amount if
any payment is $500. We may charge a one time  administrative  expense fee up to
the maximum which is shown on the data page.

INTEREST

We will charge interest on the amount of the accelerated  benefit.  The interest
accrues daily at the same  interest rate as the policy's loan interest  rate. On
the policy  anniversary,  the accrued  interest will be added to the accelerated
benefit and bear interest at the rate then in effect.  Additional  interest will
not accrue if the accelerated  benefit plus accrued interest equals the eligible
face amount.

EFFECT ON YOUR POLICY

The accelerated benefit will first be used to repay any outstanding policy loans
and unpaid loan interest.  The accelerated benefit plus accrued interest will be
treated as a lien against the policy  values.  Your access to the net  surrender
value of your policy through policy loans,  partial surrenders or full surrender
is limited to any excess of the net surrender value over the accelerated benefit
and accrued interest on the accelerated benefit.  Death proceeds,  as defined in
the  policy,  will be  reduced  by the amount of the  accelerated  benefit  plus
accrued  interest.  Any benefits  payable  under other  riders  attached to your
policy are not affected by any benefit paid under this rider.

PROOF OF TERMINAL  ILLNESS

Before payment of any accelerated  benefit,  we will require you provide us with
proof satisfactory to us that the insured's life expectancy is 12 months or less
from the date of  application  for the  accelerated  benefit.  this  proof  will
include the  certification  of a licensed  physician,  who is not  yourself or a
member of your family.  We reserve the right to obtain a second medical  opinion
at our expense.

CLAIMS

We must  receive  your  written  request  for an  accelerated  benefit in a form
acceptable  to us. Upon  receipt of your  request,  we will provide a claim form
within 10 working days.

CONDITIONS

The payment of any accelerated benefit is subject to the following conditions:

     1.  The policy must be in force other than as extended term or paid-up term
         insurance.

     2.  The policy must not be assigned except to us as a security for a loan.

     3.  The  payment  of  an  accelerated  benefit  must  be  approved  by  any
         irrevocable beneficiary.

     4.  This rider provides for the accelerated payment of the death benefit of
         your  life  insurance  policy.  This  is  not  meant  to  cause  you to
         involuntarily  access proceeds  ultimately  payable to the beneficiary.
         Therefore, you are not eligible for this benefit:

         a.    If you are required by law to use this benefit to meet the claims
               of creditors, whether in bankruptcy or otherwise; or

         b.    If you are required by a government agency to use this benefit in
               order to apply  for ,  obtain,  or  otherwise  keep a  government
               benefit or entitlement.

TERMINATION

This rider ends on the first of:

     1.  The termination of the policy to which this rider is attached; or

     2.  Our receipt of your written  request to cancel this rider.  We have the
         right to  require  that you send us this  policy so we can  record  the
         cancellation.

REINSTATEMENT

This rider may be reinstated as part of your policy if it is terminated  under 1
or 2 above.

We will pay the death proceeds to the  beneficiary  subject to the provisions of
your policy, when we receive proof at our home office of the insured's death.

THE AMOUNT OF DEATH BENEFIT OR THE DURATION OF COVERAGE MAY VARY UNDER SPECIFIED
CONDITIONS. SEE PROVISIONS FOR DEATH PROCEEDS AND GRACE PERIOD.

YOUR  POLICY'S  ACCUMULATED  VALUE MAY VARY FROM DAY TO DAY. IT MAY  INCREASE OR
DECREASE  DEPENDING ON THE  INVESTMENT  EXPERIENCE OF OUR VARIABLE LIFE SEPARATE
ACCOUNT. THERE IS NO GUARANTEED MINIMUM ACCUMULATED VALUE.

The owner and the beneficiary are as named in the application  unless changed as
provided in your  policy.  This policy is a legal  contract  between you, as the
owner, and us, Principal Mutual Life Insurance Company. Your policy is issued in
consideration  of the application and payment of premiums.  Signed for Principal
Mutual Life Insurance Company at Des Moines, Iowa on the policy date.

RIGHT TO EXAMINE  POLICY--You  may request a cancellation  of your policy before
the latter of:  (1) 45 days after the  application  was signed (2) 10 days after
receipt of the  policy;  or (3) 10 days from the  delivery  of the notice of the
right to cancel.  We will refund any premiums paid after your policy is returned
to your agent or our home office.  Your policy will be considered  void from its
inception.

Please read your policy carefully so you may better use its many benefits.

FLEXIBLE  PREMIUM  VARIABLE LIFE  INSURANCE  POLICY.  Adjustable  death benefit.
Benefits  payable at death or earlier maturity date.  Flexible  premiums payable
until maturity date or prior death.  Some benefits reflect  investment  results.
PARTICIPATING.

A mutual company serving policyowners and beneficiaries since 1879.




INSURED  John Doe                   ISSUE AGE        35

POLICY NUMBER SAMPLE                POLICY  Flexible Premium Variable Life

POLICY DATE   September 1, 1992     FACE AMOUNT      $1,000,000



<PAGE>



- --------------------------------------------------------------------------------
                                      INDEX
Accumulated Value           9              Loan Interest Charges              12
Adjustment Date             4              Loan Repayment                     12
Adjustments                14              Maturity Proceeds                   6
Age (of Insured)           20              Monthly Date                        4
Alteration (of Contract)   20              Monthly Deduction                   9
Assignment                 20              Ownership Changes                  20
Beneficiary Changes        20              Partial Surrenders                 10
Benefit Instructions       20              Planned Periodic Premiums          12
Benefit Options            15              Policy Loans                       11
Contract                   20              Policy Years and Anniversaries      4
Cost of Insurance Rates    10              Premium Payment Limits             13
Data Page                   3              Reinstatement                      14
Death Benefit Changes       6              Statement of Value                 22
Death Benefit Options       5              Suicide                            21
Death Proceeds              5              Surrender Value                    10
Divisions                   7              Table of Surrender Charges          3
Face Amount                 3              Termination                        14
Grace Period               13              Transaction Charge                  3
Incontestability           20              Transfers                           8
Insured                     4              Units and Unit Value                7
Investment Account Value    8              Variable Life Separate Account      6

 A                    copy  of  any  application  and  any  additional  benefits
                      provided by rider follow the last page of this policy.

- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
                                   DATA PAGE 3
- --------------------------------------------------------------------------------

(Continued on Page 3-1)

INSURED  John Doe                   ISSUE   35

POLICY NUMBER SAMPLE                POLICY DATE      September 1, 1992


                             SCHEDULE OF PROTECTION

FORM                                     PROTECTION#
 NO.   POLICY AND RIDERS   FACE AMOUNT   PERIOD                DEATH BENEFITS
SF32  Flexible Premium     $1,000,000   To Age 95*             Option 1
      Variable Life
SF40  Accidental Death     250,000      To Age 70
SF34  Cost of Living                    To Age 55

Your planned periodic premium of $500.00 is payable monthly.

#If sufficient premiums are paid, this policy provides life insurance protection
on the  insured  until  the  maturity  date,  which  is the  policy  anniversary
following the birthday on which the insured  attains age 95. You may have to pay
other than the planned periodic premium shown above to keep this policy in force
to that date, and to keep any additional benefit riders in force.

The smallest payment we will accept is $30.00.

Minimum monthly premium:  $442.67

* Any  reference  to age  means  the  age  last  birthday  on the  prior  policy
anniversary.

This  policy  is  adjustable.  If it is  adjusted,  we  will  send  you  written
notification  showing  each  change.  The notice is to be attached to and made a
part of this policy. The minimum face amount is $25,000. The minimum face amount
increase is $5,000.

Loan Interest Rate:  8%

Borrowed funds earn interest at a rate of 6%.



<PAGE>


- --------------------------------------------------------------------------------
                               DATA PAGE 3-1
- --------------------------------------------------------------------------------
(Continued on Page 3-2)

INSURED  John Doe                   ISSUE   35

POLICY NUMBER SAMPLE                POLICY DATE      September 1, 1992

SEPARATE ACCOUNT: PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                                    VARIABLE LIFE SEPARATE ACCOUNT

                                                PREMIUM           MONTHLY
                                              ALLOCATION         DEDUCTION
         DIVISIONS                            PERCENTAGES       ALLOCATIONS

Common Stock                                      100%              100%
Invested in Principal Capital Accumulation
Fund, Inc.

Money Market                                       00%               00%
Invested in Principal Money Market

Bond                                               00%               00%
Invested in Principal Bond Fund, Inc.

High Yield                                         00%               00%
Invested in Principal High Yield Fund, Inc.

Managed                                            00%               00%
Invested in Principal Managed Fund, Inc.

Emerging Growth                                    00%               00%
Invested in Principal Emerging Growth
       Fund, Inc.

Minimum Allocation Percentage:  10%



<PAGE>
- --------------------------------------------------------------------------------
                               DATA PAGE PAGE 3-2
- --------------------------------------------------------------------------------
(Continued on page 3-3)

INSURED  John Doe                   ISSUE   35

POLICY NUMBER SAMPLE                POLICY DATE      September 1, 1992


                               SCHEDULE OF CHARGES


Maximum monthly administration charge:  $5.00

Maximum  daily  mortality  and expense risk charge:  .0024658  (.90%  annual) of
accumulated value.

Premium  expense  charge:  5% of each premium  received  plus a charge for state
taxes of 2% of each premium received.

Transaction  Charges:  The  first  4  division  transfers  per  year  are  free.
Thereafter, there is a $25.00 transaction charge for each transfer. Each partial
surrender will also have a transaction  charge.  The  transaction  charge is the
lesser of $25 or 2% of the amount surrendered.

Minimum  Transfer  Amount:  $250 or the balance of the investment  account being
transferred from, if less.

Minimum Partial Surrender or Loan Amount:  $500

Minimum Policy Loan Repayment:  $30.00

                       TABLE OF SURRENDER CHARGES

            (POLICY YEAR OF SURRENDER)

                  POLICY YEAR                     AMOUNT

                       1                       $3,220.00
                       2                        3,220.00
                       3                        3,220.00
                       4                        2,817.50
                       5                        2,415.00
                       6                        2,012.50
                       7                        1,610.00
                       8                        1,207.50
                       9                          805.00
                      10                          402.50

In the first year,  surrender charges build up on a monthly basis over the first
twelve policy months.


<PAGE>
- --------------------------------------------------------------------------------
                               DATA PAGE PAGE 3-3
- --------------------------------------------------------------------------------
(Continued on page 3-4)

INSURED  John Doe                   ISSUE   35

POLICY NUMBER SAMPLE                POLICY DATE      September 1, 1992

                DETAILED SCHEDULE OF PROTECTION AND RISK CLASSES


    POLICY AND        EFFECTIVE
     RIDERS             DATE               AMOUNT            RISK CLASS
Flexible Premium
Variable Life     September 1, 1992        $1,000,000    Standard Nonsmoker
                                    TOTAL  $1,000,000
Accidental Death  September 1, 1992        $1,000,000    Standard Nonsmoker

Cost              of Living The effective date is September 1, 1992. The current
                  cost of living base is $1,000,000.  The maximum cost of living
                  increase is the lesser of $50,000 or 30% of the cost of living
                  base. The minimum cost of living increase is $500.00.

Basis of Values:  Guaranteed  maximum cost of insurance  rates are based on 1980
CSO Mortality, age last birthday, table NB.


<PAGE>


- --------------------------------------------------------------------------------
                               DATA PAGE PAGE 3-4
- --------------------------------------------------------------------------------

INSURED  John Doe                   ISSUE   35

POLICY NUMBER SAMPLE                POLICY DATE      September 1, 1992


   TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES

                         (Nonsmoker)

                 MONTHLY RATES PER $1,000.00

- ----------------- ----------- --------------- ------------
    INSURED'S       MONTHLY     INSURED'S        MONTHLY
   ATTAINED AGE       RATE     ATTAINED AGE        RATE
================= =========== =============== ============
        35          0.14083         65           1.71833
        36          0.14833         66           1.89333
        37          0.15833         67           2.09083
        38          0.16917         68           2.29750
        39          0.18083         69           2.52667
        40          0.19500         70           2.78750
        41          0.21000         71           3.08667
        42          0.22583         72           3.43583
        43          0.24250         73           3.83250
        44          0.26083         74           4.27167
        45          0.28167         75           4.74417
        46          0.31333         76           5.24500
        47          0.32750         77           5.76917
        48          0.35333         78           6.32333
        49          0.38167         79           6.92333
        50          0.41417         80           7.58917
        51          0.45167         81           8.34167
        52          0.49333         82           9.19500
        53          0.54167         83           10.14750
        54          0.59500         84           11.18167
        55          0.65417         85           12.27750
        56          0.71750         86           13.42417
        57          0.78417         87           14.60917
        58          0.85750         88           15.83333
        59          0.94083         89           17.10833
        60          1.03250         90           18.45750
        61          1.13667         91           19.91667
        62          1.25750         92           21.53833
        63          1.39583         93           23.46583
        64          1.54917         94           26.04250
<PAGE>


DEFINITIONS IN THIS POLICY

ADJUSTMENT  DATE--means  the monthly date on or next following our approval of a
requested adjustment.

     EXAMPLE:  If the  policy  date  is  June 5,  1997,  and if  your  requested
     adjustment is approved on April 20, 1998, the  adjustment  date will be May
     5, 1998.

ATTAINED AGE--means the age last birthday on the prior policy anniversary.

MATURITY  DATE--means  the  policy  anniversary  following  the  insured's  95th
birthday.

MONTHLY  DATE--means  the day of the  month  which is the same as the day of the
policy date.

     EXAMPLE: If the policy date is June 5, 1997, the first monthly date is July
     5, 1997.

MUTUAL  FUND--means  a  registered  open-end  investment  company  offered as an
investment choice under the policy.  Mutual funds currently  available are shown
on the data page.

POLICY  YEARS  AND  ANNIVERSARIES--means  the  policy  years  and  anniversaries
computed from the policy date

     EXAMPLE:  If the policy date is June 5, 1997, the first policy year ends on
     June 4, 1998. The first policy anniversary falls on June 5, 1998.

PRORATED  BASIS--means  in the same  proportion  as the  value  of a  particular
investment account bears to the total value of all investment accounts.

THE  INSURED--means  the  person  named as the  insured on the data page of this
policy. The insured may or may not be the owner.

VALUATION  DATE--means  the  date  the  net  asset  value  of a  mutual  fund is
determined.

VALUATION  PERIOD--means  the period  between the time as of which the net asset
value of a mutual fund is determined  on one  valuation  date and the time as of
which such value is determined on the next following valuation date.

WE, OUR, US--means Principal Mutual Life Insurance Company.

YOU, YOUR--means the owner of this policy.



<PAGE>
YOUR DEATH PROCEEDS

We will pay the death proceeds to the  beneficiary  subject to the provisions of
the  policy,  when we receive  proof that the insured  died before the  maturity
date.  These death proceeds,  determined as of the date of the insured's  death,
are:

     1.   The death benefit described below;

PLUS

     2.   Any proceeds from any benefit rider on the insured's life;

LESS

     3.   Any policy loans and unpaid loan interest;

LESS

     4.   Any overdue  monthly  deductions  if the  insured  died during a grace
          period.

We will pay  interest  on death  proceeds  from the date of death  until date of
payment  or  until  applied  under  a  benefit  option.  It will be at a rate we
determine, but not less than required by state law.

DEATH BENEFIT

This policy provides two death benefit options. The option in effect is shown on
the data page.

Option 1.

Under Option 1, the death benefit equals the greater of:

     1.   The policy's face amount; or

     2.   The amount found by multiplying the policy's  accumulated value by the
          applicable percentage shown below.

Option 2.

Under Option 2, the death benefit equals the greater of:

     1.   The policy ' s face amount plus its accumulated value; or

     2.   The amount found by multiplying the policy's  accumulated value by the
          applicable percentage shown below.

                        TABLE OF APPLICABLE PERCENTAGES*

(For ages not shown,  the  applicable  percentages  shall decrease by a pro rata
portion for each full year.)

                            INSURED'S ATTAINED AGE %

                        40 and under              250
                             45                   215
                             50                   185
                             55                   150
                             60                   130
                             65                   120
                             70                   115
                         75 thru 90               105
                             95                   100

*These  percentages  will be updated as required by  revisions  to the  Internal
Revenue Code.

CHANGES IN DEATH
BENEFIT OPTION


You  may  change  the  death  benefit  option  on  or  after  the  first  policy
anniversary.  Any request  for change  must be in writing and  approved by us. A
change will be effective on the monthly  date on or next  following  the date we
approve the  request.  Changes in options are limited to two per policy year and
are subject to the following conditions:

     1.   If the  change is from  Option 1 to Option 2, we will  reduce the face
          amount.  The reduction will be equal to the  accumulated  value on the
          effective date of the change. The face amount after any reduction must
          be at least the  minimum  face  amount  required  by our then  current
          underwriting  rules.  We  may  require  proof  of  insurability  which
          satisfies us.

     2.   If the change is from Option 2 to Option 1, we will  increase the face
          amount.  The increase  will be equal to the  accumulated  value on the
          effective date of change. No proof of insurability is required.

YOUR MATURITY
PROCEEDS

If the  insured is living on the  policy's  maturity  date,  we will pay you the
policy's accumulated value less any policy loans and unpaid loan interest.

VARIABLE LIFE SEPARATE ACCOUNT

Assets are put into our Variable Life  Separate  Account  (separate  account) to
support this policy and to support other variable life insurance policies we may
offer. We own the assets of the separate  account.  These assets are not part of
our general account.  Income, gains, and losses of our separate account, whether
or not realized, are credited to or charged against our separate account assets,
without regard to our other income,  gains or losses. The assets of the separate
account will be available to cover the  liabilities of our general  account only
to the extent that the assets of the separate  account exceed the liabilities of
the  separate  account  arising  under  the  variable  life  insurance  policies
supported by the separate account.

Our separate  account is registered with the Securities and Exchange  Commission
as a unit investment trust under the Investment Company Act of 1940, as amended.

DIVISIONS

Our separate  account is  comprised of  divisions.  Each  division  invests in a
mutual  fund with a  different  investment  objective.  The data page  shows the
divisions  currently  available.  Income,  gains  and  losses,  whether  or  not
realized,  from each  division's  assets are credited to or charged against that
division  without  regard to income,  gains or losses of other  divisions or our
other income,  gains or losses. We may make other divisions available to you. We
will provide you with all material  details of any division we offer,  including
investment objectives and all charges.

We may discontinue or substitute investments in a division if such investment is
no longer appropriate or possible. The investment policy of our separate account
will not be changed without any required approvals of the Insurance Commissioner
of Iowa and the  Superintendent  of Insurance of New York and the Securities and
Exchange  Commission.  This  approval  process  is on file  with  the  Insurance
Commissioner of the state in which this policy was delivered.

We will  notify you of any such  change.  You may then  change  your  allocation
percentages and transfer any value in that division to another  division without
charge.  Or, you may exchange the policy for a  fixed-benefit  flexible  premium
policy made  available by us. You may exercise  this right until the later of 60
days after the effective  date of such change or the date you receive  notice of
this right.  The face amount of the new policy will be the death benefit of this
policy on the date of exchange.

YOUR INVESTMENT
ACCOUNTS

An investment account will be established for you corresponding to each division
of the separate account to which amounts are allocated or transferred under this
policy. We will maintain each of these investment accounts for you to keep track
of your values in each division.

UNITS AND
UNIT VALUE

Units are the basis for  determining  the investment  account  value.  Units are
credited when amounts are allocated or transferred to a division of our separate
account.  Units are cancelled  when amounts are deducted or  transferred  from a
division of our separate  account.  The number of units credited or cancelled is
equal to the dollar amount  divided by the unit value for the  valuation  period
when the transaction occurs.

Each  division's  unit value is determined  on each  valuation  date.  When each
division was formed, the unit value of that division was originally  established
at  $10.00  per  unit.  Thereafter,  the  unit  value on any  valuation  date is
calculated by multiplying  the unit value on the previous  valuation date by the
net investment factor for the current valuation period. The number of units will
not change due to a subsequent change in unit value.

The unit  value on any day other than a  valuation  date is the unit value as of
the next valuation date.

NET INVESTMENT
FACTOR

The net investment factor measures investment  performance of each division.  It
is used to determine changes in unit value from one valuation period to the next
valuation period. The net investment factor for a valuation period is equal to:

     1.   The quotient obtained by dividing:

          a.   The net asset value of a share of the  underlying  mutual fund as
               of the end of such valuation period, plus the per share amount of
               any  dividend  or other  distribution  made by such  mutual  fund
               during such valuation  period (less an adjustment  for taxes,  if
               any) by

          b.   The net asset  value of a share of such mutual fund as of the end
               of the immediately preceding valuation Period;

LESS

  2. A mortality  and expense  risks  charge  equal to the number of days within
  such valuation period times the daily mortality and expense risks charge shown
  on the data page.

The  adjustment  for taxes,  if any,  represents  amounts  charged  against  the
division for taxes or set aside by us during the valuation period to provide for
taxes attributable to that division's operation or maintenance.

The amounts  derived from applying the rate  specified in 2 above and the amount
of any taxes  referred  to above will be accrued  daily and will be  transferred
from the separate account at our discretion.

TRANSFERS

Your accumulated value may be transferred among the divisions.  The total amount
transferred  each time must be at least the minimum transfer amount shown on the
data page unless a lesser amount is in the investment  account.  Any request for
transfer must be in writing and approved by us. The  effective  transfer date is
the date we receive your request.  Any  additional  transfer  restrictions  of a
particular  division are shown on the data page.  We reserve the right to modify
or revoke transfer privileges and charges.

Any  amount  transferred  will  result  in  the  cancellation  of  units  in the
investment account of the division from which the transfer occurred.  The number
of units cancelled will be equal to the amount  transferred  divided by the unit
value of that  division  for the  valuation  period  in which  the  transfer  is
effective. Units will be credited to the investment account of the division into
which the amount is transferred.  Likewise, the number of units credited will be
equal to the amount transferred divided by the unit value of that division.

All transfers with the same effective date count as one transfer. Four transfers
may be made in any policy year without a charge.  For any  additional  transfers
during a policy year, a transaction charge will be imposed each time amounts are
transferred  and will be deducted from the divisions  from which the amounts are
transferred. The transaction charge is shown on the data page.

YOUR POLICY VALUES

INVESTMENT
ACCOUNT VALUE

Your investment  account value for each division is equal to the number of units
in that investment account multiplied by that division's unit value.

On the later of the policy date or end of the valuation  period during which the
first premium is received, the number of units in an investment account equals:

     1.   The first net premium allocated to that division;

LESS

     2.   The monthly deduction  allocated to that division for the first policy
          month;

DIVIDED BY

     3.   The unit value for that division on that valuation date.


The net premium is the premium paid less the premium expense charge. The premium
expense  charge and the  premium  allocation  percentages  are shown on the data
page.

At the end of each  valuation  period  thereafter,  the  number  of  units in an
investment account equals:

     1.   Units in the investment account on the previous valuation date;

PLUS

     2.   Units  credited to the  investment  account  when any  additional  net
          premium is received and  allocated to the division  during the current
          valuation period;

PLUS

     3.   Units  credited for transfers  from another  division or from the loan
          account during the current valuation period;

LESS

     4.   Any units  cancelled  for transfers to another  division,  transaction
          charges,  or  transfers  to the loan  account to secure a policy  loan
          during the current valuation period;

LESS

     5.   Any units that are cancelled for partial  surrenders  and  transaction
          charges during the current valuation period;

LESS

     6.   Units cancelled to pay the monthly deduction allocated to the division
          whenever a valuation period includes a monthly date.

ACCUMULATED VALUE

Your accumulated  value is equal to the total of your investment  account values
and any value in your loan account.

MONTHLY DEDUCTION

We calculate the monthly deduction as:

     1.   The cost of  insurance  (described  below) and the cost of  additional
          benefits provided by any rider in force for the policy month;

PLUS

     2.   The current  monthly  administration  charge but not greater  than the
          maximum shown on the data page.

The monthly  deduction  will be withdrawn  from the separate  account  divisions
according to the allocation  percentages you have chosen.  These percentages are
shown on the data page.

Your choice for the monthly deduction allocation may be:

     1.   The  same as the  allocation  percentages  you  have  chosen  for your
          premiums; or

     2.   Determined on a prorated basis; or

     3.   Any other allocation which we mutually agree upon.

If the amount in a division is  insufficient  to allow the  allocation  you have
chosen, your monthly deduction will be allocated on a prorated basis.

For each division, the allocation percentages must be zero or a whole number not
less than ten nor  greater  than  100.  The sum of the  percentages  for all the
divisions must equal 100. Changes in allocation percentages must be requested in
writing.

Once approved by us, they are effective as of the next monthly date.

COST OF INSURANCE

We deduct the cost of insurance on each monthly date. The cost is (1) multiplied
by the result of (2) minus (3), where:

     1.   Is the cost of  insurance  rate as  described in the Cost of Insurance
          Rates section divided by 1,000;

     2.   Is the death benefit at the beginning of the policy month; and

     3.   Is  the  accumulated  value  at the  beginning  of  the  policy  month
          calculated as if the monthly deduction were zero.

COST OF
INSURANCE RATES

The monthly cost of insurance rates are based on the sex, attained age, and risk
classification   of  the  insured.   We  determine  these  rates  based  on  our
expectations as to our future  mortality  experience.  Any change in these rates
applies  to all  individuals  of the  same  class  as the  insured.  The cost of
insurance  rates  will never be  greater  than shown in the Table of  Guaranteed
Maximum Cost of Insurance  Rates on the data page.  However,  different  cost of
insurance rates may apply to any face amount increase.

SURRENDER VALUE
AND NET
SURRENDER VALUE

The  surrender  value of your  policy  equals  the  accumulated  value  less the
surrender charge (described below).

The net surrender  value of your policy is the  surrender  value less any policy
loans and unpaid  loan  interest.  As long as your  policy is in force,  you may
surrender it for its net surrender value by sending us a written request.

SURRENDER CHARGES

The Table of  Surrender  Charges  is shown on the data page.  Surrender  charges
apply to the first 10 policy  years unless they are changed due to a face amount
increase.  A face amount  increase has its own 10 year  surrender  charge period
which begins on the  adjustment  date.  If a face amount  increase is made,  the
surrender charges will be a composite of all charges which apply for each year.

PARTIAL SURRENDERS

After the first policy year, you may make partial surrenders of up to 50% of the
current net surrender value subject to the following:


     1.   The partial surrender may not be less than the minimum amount shown on
          the data page; and

     2.   No more than two partial surrenders may be made in any policy year.

Your  policy's  accumulated  value  is  reduced  by the  amount  of the  partial
surrender plus the amount of the transaction  charge.  The transaction charge is
shown on the data page.

If the Option 1 death  benefit is in effect,  the face  amount is reduced by the
amount of the partial surrender and the transaction charge.

You may tell us the amount of the partial surrender and transaction charge to be
withdrawn from each division.  If you do not tell us, the partial  surrender and
the  transaction  charge  will be  withdrawn  from  the  divisions  in the  same
proportion as the allocations used for your monthly deductions.

The amount of the partial  surrender plus the transaction  charge will result in
the  cancellation of units in the investment  account or accounts from which the
partial  surrender  occurs.  The number of units  cancelled will be equal to the
amount of the partial surrender plus the transaction  charge divided by the unit
value of the division or divisions for the valuation period in which the partial
surrender is effective.

POLICY LOANS

You may obtain a policy loan from us with this policy as sole security.  You may
borrow up to (1) minus (2) where:

     1.   Is 90% of the surrender value; and

     2.   Is any  outstanding  policy loan and unpaid loan  interest at the time
          the loan request is processed at the home office of the company.

The minimum loan amount is shown on the data page.

YOUR LOAN ACCOUNT

If you take a policy loan, a portion of your accumulated value equal to the loan
will transfer  from the separate  account to your loan account until the loan is
repaid. The effective date of the transfer is the date of the loan.

You  may  tell us the  amount  of the  policy  loan to be  withdrawn  from  each
division.  If you do not tell us, the loan  amount  will be  withdrawn  from the
divisions  in the same  proportion  as the  allocation  used  for  your  monthly
deductions.  Amounts held in your loan account will earn  interest from the date
of transfer at the policy loan interest rate less 2%.

On each policy  anniversary,  this earned interest is transferred  from the loan
account to the separate account. It is allocated among the divisions in the same
manner used to allocate premium payments.

All interest  rates stated are effective  annual rates.  We apply these rates to
properly  reflect the actual date we receive any  repayments and any changes you
make in loan amounts during a policy month.


The loan will result in the  cancellation of units in the investment  account or
accounts  corresponding  to the  division or  divisions  from which the loan was
withdrawn.  For each investment  account,  the number of units cancelled will be
equal to the  portion  of the loan  withdrawn  divided by the unit value for the
valuation period in which the loan is effective.

LOAN INTEREST
CHARGE

Interest charges accrue daily at the annual loan interest rate shown on the data
page.  Interest is due and payable at the end of each policy year.  Any interest
not paid when due is added to the loan  principal and bears interest at the same
rate.  The adding of unpaid  interest  charges to the loan  principal will cause
additional  amounts to be  withdrawn  from the  divisions  in the same manner as
described above for loans.

REPAYMENT

You may repay all or part of a policy loan as long as the policy is in force and
the minimum  payment amount (as shown on the data page) is met. Any policy loans
and  unpaid  loan  interest  charges  not  repaid at the  insured's  death or at
maturity are deducted from the death or maturity proceeds.

YOU SHOULD  IDENTIFY  THE PURPOSE OF EACH  PAYMENT.  IF WE CANNOT  IDENTIFY  ITS
PURPOSE, WE WILL CONSIDER IT TO BE A LOAN PAYMENT.

As the loan is repaid,  the amount repaid is transferred  from your loan account
to the divisions in the same manner used to allocate premium payments.

If you do not repay a policy  loan or pay loan  interest  and the net  surrender
value is less than the monthly deduction due on a monthly date, the Grace Period
provision will apply.

PREMIUM PAYMENTS AND REINSTATEMENT

Your first premium is due on the policy date.  After that,  premiums may be paid
at any time  while  this  policy is in force.  The  amount of your  premiums  is
subject to the Premium Payment Limits  provision.  We will give a receipt to the
premium  payor on request.  The net premium is the premium paid less the premium
expense charge. The premium expense charge is shown on the data page.

Your initial net premium  will be allocated to the Money Market  Division of our
separate account. Net premiums will continue to be allocated to the Money Market
Division  until 45 days  after the  policy  date.  After the  45-day  period has
expired,  your policy's  accumulated  value will be transferred to the divisions
indicated by your premium allocation percentages.

The premium allocation percentages are shown on the data page. Unless you change
them,  these  percentages  apply to future  allocations  of  premiums.  For each
division,  the  allocation  percentages  must be zero or a whole number not less
than ten nor greater than 100. The sum of the percentages for all divisions must
equal 100. Changes in allocation  percentages must be requested in writing. Once
approved by us, they are effective as of the date we received the request.

PLANNED PERIODIC
PREMIUMS

You  may  elect  to pay  planned  periodic  premiums  by  monthly  preauthorized
withdrawal.  You may also elect to pay on an annual,  semi-annual,  or quarterly
basis.  In this  event we will  send you  reminder  notices  of the  amount  and
frequency of your  planned  periodic  premiums as selected in your  application.
These  notices serve only as a reminder of your  preference.  Premiums are to be
sent to the  address  we  provide in the  reminder  notices.  You may change the
amount and  frequency  of your  planned  periodic  premiums by  notifying  us in
writing.

If you do not make a planned  periodic  premium  payment or  additional  premium
payments, the Grace Period provision may apply.

PREMIUM PAYMENT
LIMITS

To keep this policy in force you must satisfy the requirements  described in the
Grace Period provision.

The smallest payment we will accept is shown on the data page.

You may  choose to make  premium  payments  that are  greater  than the  planned
periodic  premium.  However,  we will refund any premiums that would  disqualify
this policy as "life  insurance"  as defined in the Internal  Revenue  Code,  as
amended.

If any payment  increases  the policy's  death benefit by more than it increases
the  accumulated  value,  we reserve  the right to refund the  premium  payment.
Evidence of insurability which satisfies us may be required.

GRACE PERIOD

The grace period begins when we mail a notice of impending policy termination to
you.  This notice will be sent to your last post office  address known to us. It
will show the minimum  payment  required  to keep your policy in force.  It will
also show the 61 day grace period during which we will accept such payment.

A notice of impending policy termination will be sent if:

     1.   The net  surrender  value on any monthly date is less than the monthly
          deduction; or

     2.   During  the 12  months  following  the  policy  date,  the  sum of the
          premiums paid is less than the minimum  required  premium on a monthly
          date; or

     3.   During the 12 months following the last adjustment date of a requested
          face amount  increase,  the sum of the premiums  paid is less than the
          minimum required premium on a monthly date.

The minimum required premium on a monthly date is equal to (1) times (2) where:

     1.   Is the minimum monthly premium shown on the data page; and

     2.   Is one plus the number of  complete  months  since the policy  date or
          since the  adjustment  date of a requested  face amount  increase,  as
          applicable.

If the grace  period  begins  because the net  surrender  value is less than the
monthly  deduction,  the minimum  payment is three  times the monthly  deduction
which was due and unpaid.

If the grace period begins because the sum of the premiums paid is less than the
minimum required  premium,  the minimum payment is the past due minimum required
premium. The past due minimum required premium is:

     1.   The minimum required premium due on the next following monthly date;

LESS

     2.   The sum of the premiums paid since the policy date or last  adjustment
          date of a requested face amount increase, as applicable.

If the  grace  period  ends  before we  receive  the past due  minimum  required
premium,  we will pay you any  remaining  value in the policy which would be the
excess of (a) over (b) where:


          a.   Is the net  surrender  value on the monthly  date at the start of
               the grace period,

          b.   Is the two monthly deductions applicable during the grace period.

If the insured dies during a grace period, we will pay the death proceeds to the
beneficiary.

TERMINATION

All policy privileges and rights of the owner under this policy end when:

     1.   You surrender your policy for cash;

     2.   The death proceeds are paid; or

     3.   The policy maturity proceeds are paid.

Also, if the grace period ends as described  above, the privileges and rights of
the owner terminate as of the monthly date on or immediately preceding the start
of the grace period.

REINSTATEMENT

If  this  policy  ends as  described  in the  Grace  Period  provision,  you may
reinstate it provided:

     1.   It is prior to the maturity date;

     2.   The insured is alive;

     3.   Not more than three years have elapsed since the policy terminated;

     4.   You supply  evidence which  satisfies us that the insured is insurable
          under our underwriting rules then in effect;

     5.   You  either  repay or  reinstate  any  policy  loans and  unpaid  loan
          interest on this policy existing at termination:

     6.   You make a payment of at least the greater of an amount  sufficient to
          allow 3 monthly  deductions or the past due minimum required  premium,
          if any.

The reinstatement will be effective on the monthly date on or next following the
date  we  approve  it.  Your   surrender   charges  on  the  effective  date  of
reinstatement  will be those that were in effect on the date your  policy  ended
adjusted for the payment of past due premium,  if any. You will receive new data
pages reflecting these surrender charges.

YOUR ADJUSTMENT OPTIONS

While your  policy is in force (but not in a grace  period)  you may  request an
increase or decrease in the face  amount.  Decreases  may not be made during the
first policy year. Any adjustment is subject to our approval.

APPROVAL OF
AN ADJUSTMENT

Any increase in face amount will be in a risk  classification we determine,  and
will be approved if:

     1.   The  attained  age of the  insured is 75 or less and the amount of the
          increase is at least the minimum increase shown on the data page;

     2.   You supply  evidence which  satisfies us that the insured is insurable
          under our underwriting rules then in effect; and

     3.   You make a payment not less than the new minimum  monthly  premium for
          the policy after the increase in face amount.  The new minimum monthly
          premium,  determined  by  us,  will  take  into  account  the  current
          surrender value.

No adjustment will be approved if:

     1.   The face amount after adjustment would be less than the minimum amount
          shown on the data page;

     2.   Your monthly deductions are being waived under any rider.

REQUESTING AN
ADJUSTMENT

Your request for an adjustment  must be in a written form we specify.  A request
for a face amount increase must be signed by the insured.  It must show the face
amount  desired after  adjustment.  An adjustment is effective on the adjustment
date.

A face amount  increase that is not a Cost of Living  Increase has its own Right
to Examine and Right to Exchange periods.

RIGHT TO EXCHANGE POLICY

You may exchange  this policy for a new life policy we make  available  for this
purpose on the life of the insured.  The new policy may not be a term  insurance
policy or a variable policy. Evidence of insurability will not be required.

The exchange  must be made during the first 24 months from the policy date while
your policy is in force,  but not while it is in a grace  period.  The  exchange
will be effective on receipt of written notice on a form we specify. This policy
will then  terminate.  The new  policy  will have the same  policy  date as this
policy.

You may choose whether the new policy will have either the same death benefit or
the same  amount at risk as this  policy.  The amount at risk is the  difference
between the accumulated value and the death benefit of the policy.  Premiums for
the new policy will be based on the same issue age, sex, and risk classification
as this policy.

An equitable  adjustment in the new policy's premiums and values will be made to
reflect any variations between the premiums and values under this policy and the
new policy. No additional charge will be made for this exchange  privilege.  Any
policy loans and unpaid loan interest must be repaid or  transferred  to the new
policy.

Any benefit riders included on this policy may be exchanged, without evidence of
insurability, for similar benefit riders on the new policy if:

     1.   You  request  the  similar  benefit  rider to be  included  on the new
          policy; and

     2.   The  similar  benefit  rider was  available  for the new policy on the
          effective  date of the benefit rider for this policy based on the same
          issue age, sex, and risk classification as the insured.

YOUR BENEFIT OPTIONS

You may elect to use one of these benefit options in your benefit  instructions.
If no benefit instructions are in effect at the insured's death, the beneficiary
may apply unpaid death proceeds under a benefit  option.  You may also apply the
net surrender  value of your policy at surrender or at maturity  under a benefit
option



If  a  benefit  option  is  elected,   this  policy  must  be  exchanged  for  a
supplementary  contract effective when the policy proceeds first become payable.
Payments  under  the  following  options  are  not  affected  by the  investment
experience of any division of our separate account after the policy proceeds are
applied under an option.

Option A. SPECIAL BENEFIT ARRANGEMENT -- A specially designed benefit option may
be arranged with our approval.

Option B.  PROCEEDS  LEFT AT  INTEREST  -- We will hold the  amount  applied  on
deposit.  Interest payments will be made annually,  semi-annually,  quarterly or
monthly, as elected.

Option C. FIXED  INCOME -- We will pay an income of a fixed  amount or an income
for a fixed period not exceeding 30 years. Refer to Option C tables to determine
the number of fixed amount  payments or the amount of each fixed period payment.
On request, we will furnish benefit information not shown in the tables.

Option D. LIFE  INCOME -- We will pay an income  during a person's  lifetime.  A
minimum guaranteed period may be used, as shown in the Option D table.  Payments
will be in an amount we determine, but not less than shown in the table.

Option E. JOINT AND  SURVIVOR  LIFE  INCOME -- We will pay an income  during the
lifetime of two persons,  and continuing  until the death of the survivor.  This
option includes a minimum guaranteed period of 10 years.  Payments will be in an
amount we determine,  but not less than shown in the Option E table. On request,
we will furnish minimum income information for age combinations not shown in the
table.

Option F. JOINT AND  TWO-THIRDS  SURVIVOR  LIFE  INCOME -- We will pay an income
during the  lifetime of two  persons,  and  two-thirds  of the  original  amount
continuing until the death of the survivor. Payments during the time both people
are alive will be in an amount we determine  (the  "original  amount"),  but not
less than shown in the  Option F table.  On  request,  we will  furnish  minimum
income information for age combinations not shown in the table.

<PAGE>


OPTION C TABLES

Minimum  Monthly of Months for Which  Monthly  Income  will be Paid.  Payment on
Effective Date of Supplementary Contract.

- --------- --------- ----------- ------------ ----------- ------------- ---------
 Amount                No. of                   No. of                    No. of
 Applied   Income      Pymts*      Income       Pymts*       Income       Pymts*
- --------- --------- ----------- ------------ ----------- ------------- ---------
 $10,000       $50         274         $100         114          $175        61
  25,000       150         214          250         114           400        67
  50,000       250         274          500         114           750        72
 100,000       450         321        1,000         114         1,500        72
- --------- --------- ----------- ------------ ----------- ------------- ---------


*Minimum number of months for which full monthly income will be paid.  There may
be part of a payment made one month after the last one. The partial payment will
be the balance, if any, of the amount applied less the payments, all accumulated
at interest.

Minimum  Monthly  Income  To Be Paid for  Number  Of  Years.  First  Payment  on
Effective Date of Supplementary Contract.

- ---------- -------------------------------------------------------------------
 Amount                            Number of Years
 Applied
           ---------- -------- --------- ----------- ------------- -----------
                5        10       15           20          25           30
- ---------- ---------- -------- --------- ----------- ------------- -----------
  $10,000     179.10    96.10     68.70       55.10        47.10       41.80
   25,000     447.75   240.25    171.75      137.75       117.75      104.50
   50,000     895.50   480.50    343.50      275.50       235.50      209.00
  100,000   1,791.00   961.00    687.00      551.00       471.00      418.00
- ---------- ---------- -------- --------- ----------- ------------- -----------

<PAGE>

                                OPTION D TABLE



Minimum Monthly Life Income for Each $1,000 Applied.  First Payment on Effective
Date of Supplementary Contract.

- ---------------- ---------------------------------------------------------------
     Age                                Minimum Guaranteed Period
Last Birthday
   of Payee
                 -------- --------- ---------- --------- ----------- ---------
                                                                       Inst.*
                   None     5 Yrs.    10 Yrs.   15 Yrs.    20 Yrs.      Rfd.
- ---------------- -------- --------- ---------- --------- ----------- ---------
      55           4.05      4.05       4.03      4.00       3.95       3.94
      56           4.12      4.12       4.10      4.06       4.01       4.00
      57           4.20      4.19       4.17      4.13       4.07       4.06
      58           4.28      4.27       4.25      4.20       4.13       4.13
      59           4.36      4.35       4.33      4.28       4.20       4.20
      60           4.45      4.44       4.41      4.35       4.26       4.27
      61           4.55      4.54       4.50      4.43       4.33       4.35
      62           4.65      4.64       4.60      4.52       4.40       4.43
      63           4.76      4.74       4.70      4.61       4.47       4.52
      64           4.87      4.86       4.80      4.70       4.54       4.61
      65           5.00      4.98       4.91      4.80       4.61       4.70
      66           5.13      5.11       5.03      4.89       4.69       4.81
      67           5.27      5.24       5.16      5.00       4.76       4.91
      68           5.42      5.39       5.29      5.10       4.83       5.02
      69           5.58      5.55       5.43      5.21       4.90       5.14
      70           5.76      5.71       5.57      5.32       4.97       5.27
      71           5.94      5.89       5.73      5.43       5.03       5.40
      72           6.15      6.09       5.89      5.55       5.09       5.54
      73           6.37      6.30       6.06      5.66       5.15       5.69
      74           6.60      6.52       6.24      5.77       5.20       5.85
      75           6.86      6.75       6.42      5.88       5.25       6.02
- ---------------- -------- --------- ---------- --------- ----------- ---------


*Income  payments  continue until the total  received  equals the amount applied
under the option.

<PAGE>

OPTION E TABLE



Minimum  Monthly Joint and Survivor Life Income for Each $1,000  Applied.  First
Payment on Effective Date of Supplementary Contract.

- ------------------ -------------------------------------------------------------
Age Last Birthday              Age Last Birthday of Younger Payee
  of Older Payee
                   ----------- ---------- ------------ ----------- -------------
                      55          60          62           65           70
- ------------------ ----------- ---------- ------------ ----------- -------------
        60               3.75       3.91
        62               3.79       3.98         4.05
        65               3.84       4.07         4.16        4.29
        70               3.91       4.19         4.31        4.50          4.81
        75               3.96       4.29         4.43        4.67          5.09
- ------------------ ----------- ---------- ------------ ----------- -------------


OPTION F TABLE



Minimum  Monthly  Joint and  Two-Thirds  Survivor  Life  Income for Each  $1,000
Applied. First Payment on Effective Date of Supplementary Contract.

- --------------------- ---------------------------------------------------------
Age Last Birthday                Age Last Birthday of Younger Payee
  of Older Payee
                      ---------- ----------- ------------ ----------- ---------
                        55           60          62           65       70
- --------------------- ---------- ----------- ------------ ----------- ---------
        60                 4.06        4.26
        62                 4.13        4.34         4.43
        65                 4.24        4.47         4.58        4.74
        70                 4.44        4.71         4.84        5.04      5.41
        75                 4.65        4.97         5.12        5.36      5.83
- --------------------- ---------- ----------- ------------ ----------- ---------
<PAGE>

BENEFIT OPTION
INTEREST

Interest  at a rate we set,  but never  less than 3% a year,  will be applied to
determine the payments under Option B. Any such interest in excess of 3% will be
added to payments under Option C.

CONDITIONS

When a benefit option is elected:

          1.   Any amount payable to an assignee will be paid in one lump sum.

          2.   The amount applied must be at least $2,000 and result in periodic
               payments of at least $20.

          3.   Benefit  options are  restricted  if the recipient of benefits is
               not a natural person.

          4.   Under  Options  D, E and F,  one of the  persons  on  whose  life
               payments are based must be the owner, insured or beneficiary. The
               size of  payments  depends  on the age and sex of the  person  or
               persons on whose life payments are based. This will be determined
               as of the  effective  date  of  the  supplementary  contract.  We
               reserve the right to require  evidence of age, sex and continuing
               survival.

OWNER, BENEFICIARY, ASSIGNMENT

OWNERSHIP

The owner is as named in the application unless you change ownership as provided
below. As owner, you may exercise every right and enjoy every privilege provided
by your  policy,  subject to the rights of any  irrevocable  beneficiary.  These
rights and privileges end at the insured's death.

If you are not the insured and you die before the insured,  the insured  becomes
the owner unless you have provided for a successor owner.

BENEFICIARY

The  beneficiary(ies)  named in the application  will receive the death proceeds
unless you change the  beneficiary  designation  as  provided  below.  Any death
proceeds  payable to a  beneficiary  who dies  before the  insured  will be paid
equally to  surviving  beneficiaries  named in the  application,  unless we have
approved another written procedure requested by you. If no beneficiary  survives
the  insured,  the death  proceeds  will be paid to the owner or to the  owner's
estate.

CHANGE OF OWNER
OR BENEFICIARY

You may change the owner or beneficiary of this policy.  Your request must be in
writing.  Our approval is needed and no change is effective until we approve it.
Once approved, the change is effective as of the date you signed the request. We
have the right to  require  that you send us this  policy so we can  record  the
change.

BENEFIT INSTRUCTIONS

While the  insured is alive,  you may file  instructions  for the payment of the
death  proceeds  under one of the benefit  options  previously  described.  Such
instructions, or change of instructions, must be in written form approved by us.
If you change the beneficiary, it will revoke any prior benefit instructions.

ASSIGNMENT

You may assign your  policy as  collateral  for a loan.  We are not bound by any
assignment until it is received in written form at our home office. We assume no
responsibility for any assignment's  validity.  An assignment as collateral does
not change  the  owner.  The rights of  beneficiaries,  whenever  named,  become
subordinate to those of the assignee.

GENERAL INFORMATION

THE CONTRACT

This policy, the attached  application,  any amendments to the application,  the
current  data page,  and any  Written  Notification  Showing  Change make up the
entire  contract.  Any  statements  made  in the  application  or an  adjustment
application will be considered representations and not warranties. No statement,
unless  made in an  application,  will be used to void your  policy  (or void an
adjustment in case of an adjustment  application)  or to defend against a claim.
Unless a separate  effective  date is shown on the data page, the policy date is
also the effective date.

ALTERATIONS

This policy may be altered by mutual  agreement,  but any alterations must be in
writing and signed by one of our corporate officers.  No one else, including the
agent, may change the contract or waive any provisions.

INCONTESTABILITY

Your policy has a 2 year  contestable  period.  We will not claim your policy is
void or deny payment of any  proceeds  after the policy has been in force during
the insured's lifetime for 2 years from the policy date. This provision does not
apply to claims for total  disability or to accidental  death benefits which may
be provided in your policy.  Any face amount  increase made under the adjustment
options has its own 2 year  contestable  period which  begins on the  adjustment
date.

AGE AND SEX

If the age or sex of the insured has been  misstated,  the death benefit will be
that which would be purchased by the most recent mortality charge at the correct
age or sex.

DEFERMENT

We will usually pay  surrenders,  partial  surrenders,  or policy loans within 7
days after we receive a written  request in a form  satisfactory  to us. We will
usually pay any death  benefit  within 7 days after we receive proof at our home
office of the insured's death.

However, we may not be able to determine the value of the assets of our separate
account if:

     1.   The New York Stock Exchange is closed on other than customary  weekend
          and  holiday  closings,  or trading on the New York Stock  Exchange is
          restricted as determined by the Securities and Exchange Commission;

     2.   The Securities and Exchange  Commission by order permits  postponement
          for the protection of policyowners; or

     3.   The  Securities  and  Exchange  Commission  requires  that  trading be
          restricted or declares an emergency,  as a result of which disposal of
          securities  is not  reasonably  practicable  or it is  not  reasonably
          practicable to determine the net asset value of the mutual funds.

If any of the above events occur, we reserve the right to defer:

     1.   Determination  and payment of any surrender,  partial  surrenders,  or
          death proceeds;

     2.   Payment of any policy loans;

     3.   Determination of the unit values of the divisions;

     4.   Any requested transfer between the divisions; and

     5.   Use of the death proceeds under Your Benefit Options.

PARTICIPATING

Your policy is eligible to share in our divisible surplus. We will determine its
share and credit it as a dividend at the end of each  contract  year.  We do not
expect any dividends will be paid under this policy.  Dividends, if any, will be
paid in cash.

SUICIDE

This  policy's  death  proceeds will not be paid if the insured dies by suicide,
while sane or insane, within 2 years of the policy date. Instead, we will return
all premiums paid,  less any partial  surrenders and any policy loans and unpaid
loan interest. This amount will be paid to the beneficiary.

Any face amount  increase made under the adjustment  options will not be paid if
the  insured  dies by  suicide,  while  sane or  insane,  within  2 years of the
adjustment  date.  Instead,  we will  return  the sum of the  cost of  insurance
charges for the increased amount of protection.  This amount will be paid to the
beneficiary.

BASIS OF VALUES

Guaranteed  Maximum Cost of Insurance  Rates are based on the  mortality  tables
shown on the data page.

A detailed  statement of the method of calculating  values and benefits has been
filed  with the  insurance  department  of the  state in which  this  policy  is
delivered.  The guaranteed values are greater than or equal to those required by
any state law.

STATEMENT OF VALUE

We will mail a statement to you once each policy year until the policy ends. The
statement will show:

     1.   The current death benefit;

     2.   The current accumulated and surrender values;

     3.   All premiums paid since the last statement;

     4.   Any investment gain or loss since the last statement;

     5.   All charges since the last statement;

     6.   Any policy loans and unpaid loan interest:

     7.   Any partial surrenders since the last statement;

     8.   The number of units and unit value; and

     9.   The total value of each of your investment accounts.




   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY. Adjustable death benefit.
 Benefits payable at death or earlier maturity date. Flexible premiums payable
 until maturity date or prior death. Some benefits reflect investment results.
                                 PARTICIPATING.

                         COST OF LIVING INCREASE RIDER


We will periodically  increase the face amount of your policy based on increases
in the Consumer Price Index for All Urban  Consumers,  subject to the provisions
of this rider.  These  increases are automatic.  No evidence that the insured is
insurable is required.

LIMITATIONS AND
CONDITIONS

These limitations and conditions apply:

     1.  Increases  are  available  only on every  3rd  policy  anniversary,  as
         measured from the policy date, and only when the amount of the increase
         is at least the minimum cost of living increase shown on the data Dane.

     2.  The amount of increase will be:

         a.    The lesser of the calculated  increase (as  determined  below) or
               the maximum cost of living increase shown on the data page;

LESS

         b.    The total of any face amount increases made during the prior year
               at a  standard  risk  class (not  including  increases  under any
               Guaranteed Increase Option Rider).

     3.  Increases are subject to your acceptance,  the provisions of this rider
         and any other applicable policy provisions, including any exclusions or
         limitations.

THE CALCULATED
INCREASE

The calculated cost of living  increase is based on the all-item  Consumer Price
Index for All Urban Consumers (CPI) as published by the United States Department
of Labor. The increase amount is determined by multiplying your policy's current
cost of living base (shown on the data page) by an increase factor. The increase
factor will be:

     1.  CPI 6 months prior to the cost of living increase date

DIVIDED BY

     2.  CPI 42 months prior to the cost of living increase

LESS

     3.  1.00

If use of the Index  would  result in a face amount  decrease,  no change in the
face amount will be made.

We will  substitute  what we believe is an  appropriate  index for the  Consumer
Price Index for All Urban Consumers if:

     1.  The Index is discontinued, delayed, or otherwise not available for this
         use; or

     2.  The  composition or base of, or method of calculating the Index changes
         so that we consider it not appropriate for calculating  further cost of
         living increases.

MONTHLY
DEDUCTIONS

The monthly  deduction  will be increased to cover the costs and charges for any
increase in protection made under this rider. This increase will be based on the
risk class or classes shown on the data page.

DISABILITY BENEFITS

If your policy has a rider that provides any benefits due to disability, we will
increase  such  benefits  when  a cost  of  living  increase  occurs.  For  more
information, see the rider providing these benefits.

PLANNED PERIODIC
PREMIUM

Your planned periodic premium will be increased  accordingly for any increase in
protection made under this rider.  Increases are subject to your acceptance.  We
will notify you of any increase.

LIMIT ON COST OF
LIVING BASE

Your cost of living base may not be greater than the face amounts on your policy
that have a standard risk class.

TERMINATION

This rider terminates,  with no further cost of living increases  available,  on
the first of:

     1.  The policy anniversary following the insured's 55th birthday;

     2.  Any  decrease in your  policy's  face  amount  (except as a result of a
         partial surrender or a change in your death benefit option);

     3.  Your rejection of an automatic cost of living increase; or

     4.  The termination of your policy.

REINSTATEMENT
If this rider terminates under 2, 3, or 4 above it will be reinstated:

     1.  Whenever an underwritten increase is made in your policy's face amount,
         provided that increase is issued at a standard risk class;

     2.  If your policy is reinstated at a standard risk class; or

     3.  Automatically  on the policy  anniversary  following the insured's 21st
         birthday. if terminated prior to that time.

                       WAIVER OF MONTHLY DEDUCTIONS RIDER


This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application and deduction from  accumulated  value of the monthly cost of waiver
rates for the benefits  provided by this rider. All definitions,  provisions and
exceptions of the policy apply to this rider unless  changed by this rider.  The
effective date is the policy date unless another date is shown on the data page.

DISABILITY BENEFITS

If the insured  becomes  totally  disabled while this rider is in force, on each
monthly date during a waiver period we will waive (or credit to the  accumulated
value if already deducted) the monthly deductions for the policy benefits.

If death  benefit  Option 1 is in  effect  when we begin to waive  your  monthly
deductions,  we will then  change it to Option 2. You may not  change  the death
benefit option or increase the face amount under Your Adjustment  Options during
a waiver period.

We will pay the death benefit to you on the maturity date if the policy  matures
while monthly deductions are being waived under this rider.

If monthly  deductions  for policy  benefits  are being waived under this rider,
your  policy  will remain in force  whether or not your net  surrender  value is
sufficient to continue the monthly deductions.

You may continue to pay premiums as described in your policy.

COST OF WAIVER
RIDER

The cost for the Waiver of Monthly  Deductions Rider is deducted on each monthly
date. The cost is 1 multiplied by the result of 2 minus 3, where:

     1.  Is the Cost of Waiver Rate as shown on the data page divided by 1,000;

     2.  Is the death benefit at the beginning of the policy month; and

     3.  Is the accumulated value at the beginning of the month.

TOTAL DISABILITY

For purposes of this rider,  total  disability is disability  which results from
injury or sickness and prevents the insured from working for pay or profit:

     1.  In the  insured's  regular  occupation  during the first 2 years of the
         disability; and

     2.  Thereafter,  in any  occupation  for which the  insured  is  reasonably
         fitted by education, training, or experience.

Until  the  insured's  25th  birthday,  "working  for  pay or  profit"  includes
attending school full time outside the home.

Total  disability also means (without regard to "working for pay or profit") the
total and irrecoverable loss of (a) sight of both eyes; (b) use of both hands or
both feet; or (c) use of one hand and one foot.

EXCEPTION

In no case will the monthly  deduction be waived or credited under this rider if
the total disability  results from an intentional  self-injury or service in the
military forces of any country at war, declared or undeclared.

WAIVER PERIOD

A waiver period becomes  effective  only after the insured has remained  totally
disabled for 6 continuous months. Once effective, the waiver period begins:

     1.  On the insured's age 5 policy  anniversary  if the rider was issued and
         total disability began before and continues to that date; or

     2.  For all  others,  on the  monthly  date  which  follows  the date total
         disability began.

In no event  will a  waiver  period  begin  earlier  than one year  prior to our
receipt of written notice of the insured's total disability.

The  waiver  period  will  continue  as  long  as  total  disability   continues
uninterrupted, except that the waiver period will:

     1.  End on the policy's  maturity date (or death of the insured,  whichever
         is earlier) if total disability:

         a.    Begins prior to the insured's age 60 policy anniversary; and

         b.    Continues to the insured's age 65 policy anniversary.

     2.  End on the insured's age 65 policy anniversary, if total disability:

         a.    Begins on or after the insured's age 60 policy anniversary; and

         b.    Begins before the insured's age 63 policy anniversary.

     3.  End after 2 years if total disability:

         a.    Begins on or after the insured's age 63 policy anniversary; and

         b.    Begins before the insured's age 65 policy anniversary.

An age policy  anniversary means the policy anniversary on or next following the
birthday designated.

               EXAMPLE:  If the policy date is June 5, 1997,  and the insured is
               65 years old on June 4, 1998,  the age 65 policy  anniversary  is
               June 5, 1998.

If during a waiver period, a waived or credited  deduction would disqualify your
policy as "life  insurance" as defined in the Internal Revenue Code, as amended,
we will not waive that  deduction.  We will resume waiving  deductions when they
would not disqualify your policy as "life insurance".

PROOF OF
DISABILITY

We will require  proof which  satisfies  us of the  insured's  total  disability
before any monthly  deduction can be waived or credited.  Such proof may include
examination by doctors we select.

We may require similar proof of the insured's  continued  total  disability from
time to time  during  the  first 2 years  of  total  disability  and once a year
thereafter.

If such proof is not  provided  as we  require,  the waiver  period will end and
monthly deductions will again be deducted from your accumulated value.

CLAIMS

The benefits of this rider will not be granted unless we receive  written notice
of the claim while the insured is living and remains totally  disabled.  Failure
to  comply,  however,  will  not  invalidate  a claim  if it was not  reasonably
possible to give written notice within such time and notice was given as soon as
reasonably possible.

Even if your policy  terminates  because of the  expiration  of a grace  period,
benefits of this rider may be granted if:

     1.  The total  disability  for which claim is made began  before the end of
         the grace period;

     2.  We receive  written  notice of the claim  within one year after the due
         date of the first unpaid monthly deduction; and

     3.  All other conditions for this rider are met.

If total disability begins within the grace period, any unpaid monthly deduction
due prior to the start of the waiver  period must be paid before the benefits of
this rider are available.

COST OF LIVING
INCREASES OR
GUARANTEED
INCREASE OPTION
INCREASES

Refer to your policy data page to see if your policy contains:

     1.  A Cost of Living Increase Rider; or

     2.  A Guaranteed Increase Option Rider.

If so, any increase  arising from either of these riders will also be covered by
this Waiver of Monthly  Deductions  Rider. The monthly  deduction for this rider
will be increased  based on the risk class or classes shown on the data page. We
will not require evidence of insurability.

If an increase  under either of these riders becomes  effective  during a waiver
period,  the monthly  deduction  for the increase  will be waived as long as the
waiver period continues.

TERMINATION

This rider ends on the first of:

     1.  The termination of your policy;

     2.  The  insured's  age 65  policy  anniversary,  or at the end of a waiver
         period which is in effect on the insured's  age 65 policy  anniversary;
         or

     3.  Our  receipt of your  written  request to cancel it. The change will be
         effective on the monthly date on or next  following the date we receive
         the  request.  We may  require  that you send  your  policy to our home
         office so that we can record the cancellation.

                        GUARANTEED INCREASE OPTION RIDER


This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application and deduction from the  accumulated  value of the cost of guaranteed
increase option benefits provided by this rider. All definitions, provisions and
exceptions of the policy apply to this rider unless  changed by this rider.  The
effective  date is the same as the policy date unless  another  date is shown on
the data page.

THE INCREASE
OPTION

You may increase the face amount of your policy,  subject to the  provisions  of
this  rider,  so long as your  policy and this rider  have not  terminated.  The
increase may be obtained

     1.  Only if the insured consents;

     2.  Without evidence of the insured's insurability;

     3.  On any option date shown in this rider;

     4.  Up to the maximum  guaranteed  increase option amount shown on the data
         page on each option date: and

     5.  At the risk class rate and subject to any exclusions  shown on the data
         page.

EXERCISE OF THE
OPTION

Your written  application for a guaranteed  increase must be submitted within 60
days prior to an option date.  The increase is subject to conditions  applicable
to  adjustments  under Your  Adjustment  Options,  except  that no  evidence  of
insurability  is required  and the option may be  exercised  while  premiums are
being waived under any rider.  Monthly  deductions  will be increased as for any
increase in face amount.  The effective  date of the increase is the option date
(unless it is an exercise of the Advance Option Privilege).

OPTION DATES

Each  policy  anniversary  after  this  rider's  effective  date,  on which  the
insured's  attained  age is either  25,  28,  31, 34, 37 or 40 will be an option
date.

The right to increase on any option date will expire if the right is not used on
that option date. This would not affect your right to make guaranteed  increases
on any future option dates.

If you use the advance option  privilege,  as shown below, you forfeit the right
to a guaranteed increase on the next normal option date.

ADVANCE OPTION
PRIVILEGE

You may elect to take the guaranteed  increase  available under this rider prior
to and in place of the guaranteed  increase  available on the next normal option
date. This advance option  privilege is available  immediately when any of these
events occurs:

     1.  The marriage of the insured;

     2.  The  birth of a  liveborn  child  to the  insured  or to the  insured's
         marriage; or

     3.  The insured's legal adoption of a child.

The increase  will be effective on the monthly date next  following  application
for use of this privilege.

If this advance option  privilege  becomes  available due to multiple  births or
adoptions,  the  amount  of  the  guaranteed  increase  available  will  be  the
guaranteed increase available on the next normal option date times the number of
liveborn or adopted children.

The advance option privilege will expire with respect to a particular  marriage,
birth  or  adoption,  if it is not  used  within  90 days of  such  event.  This
expiration  will in no way  affect  any future  option  dates or advance  option
privileges.

Application for use of this privilege must be in writing. It must be made during
the lifetime of the insured. It must be sent to our home office no later than 90
days after the date of marriage, birth or adoption.

You  must  also  include  proof  satisfactory  to us of the  marriage,  birth or
adoption.

TEMPORARY DEATH
BENEFIT AT
MARRIAGE, BIRTH
OR ADOPTION

If the insured dies during the 90 day period after marriage,  birth or adoption,
without  having  applied  for the  available  increase,  we will  increase  your
policy's death proceeds by the maximum increase available under this rider.

MONTHLY DEDUCTIONS

The monthly  deduction  will be increased to cover the costs and charges for any
increase  in  protection  made under this  rider.  The  increase  in the cost of
insurance  and the  cost of any  additional  benefits  will be based on the risk
class shown on the data page.

FACE AMOUNT
DECREASES

Our underwriting rules do not permit a guaranteed increase option amount greater
than the policy face amount.  If a face amount  decrease  causes a conflict with
that rule, we will reduce the guaranteed  increase option amount and its monthly
deductions accordingly.

ADDITIONAL
BENEFITS

If your data page shows that any benefits due to disability are available  under
your policy we will increase  those benefits when a guaranteed  increase  option
increase occurs. For more information see the rider providing these benefits.

If your data page shows that accidental  death benefits are available under this
guaranteed  increase  option rider,  you may ask that increases under this rider
include such accidental  death benefits.  Our approval of such request is needed
and is subject to our underwriting limits then in effect.

COST OF INSURANCE

We deduct the cost of insurance for the benefits  provided by this rider on each
monthly date. The cost is 1 multiplied by 2, where:

     1.  Is the cost of  insurance  rate,  as described in the Cost of Insurance
         Rates section, divided by 1,000; and

     2.  Is the maximum  guaranteed  increase option amount as shown on the data
         page.

COST OF INSURANCE
RATES

The monthly cost of insurance  rates for the guaranteed  increase option benefit
are based on the issue age and risk class of the  insured.  We  determine  these
rates  based on our  expectations  as to our future  mortality  experience.  Any
change  in these  rates  applies  to all  individuals  of the same  class as the
insured.  The cost of insurance  rates will never be greater than those shown on
the data page in the Table of Guaranteed Maximum Cost of Insurance Rates for the
Guaranteed Increase Option.

TERMINATION

This rider ends on the first of:

     1.  The termination of your policy;

     2.  The policy anniversary following the insured's 40th birthday; or

     3.  Our receipt of your  written  request to cancel this rider.  The change
         will be effective on the monthly date on or next  following the date we
         receive  the  request.  We have the  right to ask that you send us this
         policy so we can record the cancellation.

                         ACCIDENTAL DEATH BENEFIT RIDER


This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application  and  deduction  from the  accumulated  value of the monthly cost of
accidental death benefits  provided by this rider.  All definitions,  provisions
and  exceptions of the policy apply to this rider unless  changed by this rider.
The effective  date is the policy date unless  another date is shown on the data
page.

ACCIDENTAL DEATH
BENEFIT

This rider  provides an  accidental  death benefit as shown on the data page. We
will pay the benefit to the beneficiary upon receipt of proof satisfactory to us
that:

     1.   The  insured  died on or after the policy  anniversary  following  the
          insured's first birthday;

     2.   The insured died as a result,  directly and independently of all other
          causes, of accidental bodily injury; and

     3.   The death is not a direct or indirect result of an Excluded Risk.

EXCLUDED RISKS

We will not pay the  accidental  death  benefit  if death  results  directly  or
indirectly from any of the following:

     1.   Suicide, while sane or insane;

     2.   War or an act of war, or service in the military forces of any country
          at war, declared or undeclared;

     3.   Bodily  or  mental  disease  or  infirmity,  or  medical  or  surgical
          treatment thereof;

     4.   The commission or attempted commission by the insured of an assault or
          felony;

     5.   Operating,  riding in or descending from any kind of aircraft in which
          the insured is a pilot or a member of the operating  crew, or in which
          the  insured  is   receiving   or  giving  any  kind  of  training  or
          instruction; or

     6.   The voluntary taking of or the effects of voluntarily  using any drug,
          narcotic or hallucinogen unless prescribed for and administered to the
          insured by a licensed  physician  who is not a member of the insured's
          family. This includes any controlled substances listed in Schedules I,
          II, III or IV of the  Federal  Controlled  Substances  Act,  21 U.S.C.
          Section 812, or successor statutes, as they may be amended.

AUTOPSY

We reserve the right to examine the  insured's  body and,  unless  prohibited by
law, to make an autopsy.

INCREASES

You may increase the  accidental  death benefit up to the current face amount of
your policy, provided:

     1.   The increase is for at least the minimum face amount increase as shown
          on the data page;

     2.   The  increase  does  not  result  in a  total  benefit  exceeding  our
          underwriting limits then in effect; and

     3.   You supply  evidence  of  insurability  which  satisfies  us under our
          underwriting rules then in effect.

FACE AMOUNT
DECREASES

Our  underwriting  rules do not permit  accidental death benefit amounts greater
than policy face amounts.  If a face amount decrease causes a conflict with that
rule,  we will  reduce  the  accidental  death  benefit  amount  and  its  cost,
accordingly.

COST OF INSURANCE

We deduct the cost of insurance for the benefits  provided by this rider on each
monthly date. The cost is 1 multiplied by 2, where:

     1.   Is the cost of insurance  rate,  as described in the Cost of Insurance
          Rates section, divided by 1,000; and

     2.   Is the accidental death benefit.

COST OF INSURANCE
RATES

The monthly cost of insurance  rates for the accidental  death benefit are based
on the  attained age and risk class of the  insured.  We  determine  these rates
based on our expectations as to our future mortality  experience.  Any change in
these rates  applies to all  individuals  of the same class as the insured.  The
cost of insurance  rates will never be greater than those shown on the data page
in the Table of Guaranteed  Maximum Cost of Insurance Rates for Accidental Death
Benefits.  However,  different  guaranteed  maximum cost of insurance  rates may
apply to any increase in the accidental death benefit.

TERMINATION

This rider ends on the first of:

     1.   Termination of your policy;

     2.   The policy anniversary following the insured's 70th birthday; or

     3.   Our receipt of your written  request to cancel this rider.  The change
          will be effective on the monthly date on or next following the date we
          receive the  request.  We may require that you send your policy to our
          home office to record the cancellation.

                          CHILDREN TERM INSURANCE RIDER


This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application  and  deduction  from the  accumulated  value of the monthly cost of
children  term  insurance  benefits  provided  by this rider.  All  definitions,
provisions  and  exceptions of the policy apply to this rider unless  changed by
this rider.  The effective  date is the policy date unless another date is shown
on the data page.

DEFINITION

An Insured Child under this rider is:

     1.  Any child,  stepchild or legally  adopted child of the insured named in
         the  application for this rider who is less than 18 years of age on the
         date of the application for this rider;

     2.  Any child of the  insured  born after the date of the  application  for
         this rider; and

     3.  Any child  less than 18 years of age  legally  adopted  by the  insured
         after the date of the application for this rider.

A child will not be an insured  child and will not be covered  before  attaining
the age of 14 days or beyond this rider's protection period.

INSURANCE BENEFIT

We will pay this rider's  beneficiary its insurance amount upon receipt of proof
of an insured  child's  death.  This  rider's  insurance  amount is equal to the
number of units of this  rider  included  in your  policy,  as shown on the data
page, times $1,000.

            EXAMPLES:
            3 UNITS children term x $1,000 =
            $3,000 insurance amount for each child

            4.5 UNITS children term x $1,000
            $4,500 insurance amount for each child

PROTECTION PERIOD

This rider's protection period ends on the first of:

     1.  Termination of this rider (see Termination section below); or

     2.  As to  any  individual  insured  child,  the  policy  anniversary  next
         following the insured child's 25th birthday.

COST OF INSURANCE

We deduct the cost of insurance for the benefits  provided by this rider on each
monthly date. The cost is 1 multiplied by 2, where:

     1.  Is the number of units; and

     2.  Is the rate per unit shown on the data page.

BENEFICIARY

The  beneficiary  named in the  application  for this  rider will  receive  this
rider's insurance amount,  unless the beneficiary is changed as provided in your
policy.

OWNERSHIP

The policy's owner is also the owner of this rider.  Any changes in ownership of
your  policy and all  provisions  which  apply to  ownership  also apply to this
rider.

INCONTESTABILITY

We will not claim this rider is void or deny  payment  of its  insurance  amount
after it has been in force  during the  insured's  lifetime for 2 years from its
effective date.

SUICIDE

This rider's  insurance  amount will not be paid if the insured dies by suicide,
while sane or insane,  within 2 years of its effective  date.  Instead,  we will
return all costs of children term insurance deducted for this rider. This amount
will be paid to the beneficiary.

PAID-UP BENEFIT

If the  insured  dies  while  your  policy  and this  rider are in force with no
monthly deduction in default, this rider will become fully paid up. It will then
continue  in force  during  its  protection  period,  as shown on the data page,
unless surrendered. You may obtain the cash value of this rider, when fully paid
up, at any time. Your request must be in writing. The cash value will be the net
single premium for the insurance at the respective  attained age of each insured
child  based  on the  Commissioners  1980  Standard  Ordinary  Mortality  Table,
assuming:

     1.  Interest at 4% a year,

     2.  Immediate payment of claims; and

     3.  Age determined on last birthday basis

The net cash value  within 30 days after a policy  anniversary  will not be less
than the value on the anniversary.

EXCHANGE

Any insurance  under this rider may be exchanged for a policy on the life of the
insured child on the earlier of:

     1.  The policy anniversary following the insured child's 25th birthday;

     2.  The policy anniversary following the insured's 65th birthday; or

     3.  The death of the insured.

No evidence of insurability is required provided:

     1.  We receive written application and payment of the first premium for the
         policy no earlier  than 90 days before nor later than 31 days after the
         date exchange may be made as provided above; and

     2.  The policy  face  amount is not less than $1,000 per unit of this rider
         and is not more than $5,000 per unit of this rider.

This policy may be any form of life  policy,  except term,  available  under our
underwriting  rules  then in  effect.  Its  premium  rate  will  be at our  then
published  standard risk class rate for the policy based on the insured  child's
attained age. Its effective  date will be the date of exchange.  No insurance is
provided until the insurance under this rider terminates.

The new policy may include waiver disability or accidental death riders with our
consent and upon payment of any additional cost we determine for the riders.

If an insured child dies within 31 days of the date on which exchange would have
been allowed, we will pay a death benefit of $1,000 per unit of this rider.

REINSTATEMENT

This rider may be reinstated as part of your policy if, in addition to all other
policy conditions for reinstatement, you supply evidence which satisfies us that
each proposed  insured child is insurable under our  underwriting  rules then in
effect.

Upon reinstatement,  if any child proposed for insurance does not meet the above
conditions,  this rider may still be  reinstated as part of your policy but only
with an endorsement  excluding  such  ineligible  child from insurance  coverage
under this rider.

TERMINATION This rider ends the first of:

     1.  Termination of your policy;

     2.  The policy anniversary following the insured's 65th birthday; or

     3.  Our  receipt of your  written  request to cancel it. The change will be
         effective on the monthly date on or next  following the date we receive
         the request.  We may require you to send your policy to the home office
         to record the cancellation.

                           SPOUSE TERM INSURANCE RIDER


This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application  and  deduction  from the  accumulated  value of the monthly cost of
spouse  term  insurance  benefits  provided  by  this  rider.  All  definitions,
provisions  and  exceptions of the policy apply to this rider unless  changed by
this rider.  The effective  date is the policy date unless another date is shown
on the data page.

DEFINITION

SPOUSE--means, for the purposes of this rider, the person named as the spouse in
the application for this rider.

INSURANCE BENEFIT

Upon receipt of proof that the spouse died before  termination of this rider, we
will pay the beneficiary of this rider the face amount shown on the data page.

COST OF INSURANCE

We deduct the cost of insurance for the benefits  provided by this rider on each
monthly date. The cost is 1 multiplied by 2, where:

     1.  Is the cost of  insurance  rate,  as described in the Cost of Insurance
         Rates section, divided by 1,000; and

     2.  Is the face amount of this rider.

COST OF INSURANCE
RATES

The cost of insurance  rates for spouse term insurance are based on the attained
age and risk class of the spouse and the insured. We determine these rates based
on our expectations as to our future mortality  experience.  Any change in these
rates  applies  to all  individuals  of the  same  class as the  spouse  and the
insured.  The cost of insurance  rates will never be greater than those shown on
the data page in the Table of Guaranteed  Maximum Cost of Spouse Term  Insurance
Rates.

PAID-UP BENEFIT

If the  insured  dies  while  your  policy  and this  rider are in force with no
monthly  deductions  in default,  this rider will become  fully paid up. It will
then continue in force during its  protection  period as shown on the data page,
unless surrendered. You may obtain the cash value of this rider, when fully paid
up, at any time. Your request must be in writing. The cash value will be the net
single  premium  for the  insurance  based on the  Commissioners  1980  Standard
Ordinary Mortality Table B, assuming:

     1.  Interest at 4% a year;

     2.  Immediate payment of claims; and

     3.  Age determined on last birthday basis.

The net cash value  within 30 days after a policy  anniversary  will not be less
than the value on the anniversary.

EXCHANGE

Any insurance  under this rider may be exchanged for a policy on the life of the
spouse without evidence of  insurability.  This exchange must occur on or before
this rider's expiration date.

The policy may be any form of life  policy,  except  term,  available  under our
underwriting rules then in effect,  based on the attained age of the spouse. The
policy  will be in the same risk class as shown for the spouse on this  policy's
data page: Its effective date will be the date of exchange. Its face amount will
equal the face amount provided by this rider. No insurance is provided until the
insurance under this rider terminates.

The new policy may include waiver disability or accidental death riders with our
consent and upon payment of any additional cost we determine for the riders.

BENEFICIARY

The  beneficiary  named in the  application  for this  rider will  receive  this
rider's  face  amount,  unless the  beneficiary  is changed as  provided in your
policy.

OWNERSHIP

Your policy's owner is also the owner of this rider. Any changes in ownership of
your  policy and all  provisions  which  apply to  ownership  also apply to this
rider.

MISSTATEMENT OF
AGE

If the age of either the  insured or spouse is not  correctly  shown on the data
page, we will adjust the amount  payable under this rider to reflect the correct
age. The ages shown should be the ages on the respective  birthdays prior to the
effective date.

INCONTESTABILITY

We will not claim this rider is void or deny  payment  of its  insurance  amount
after it has been in force  during the  lifetime  of the spouse for 2 years from
its effective date.

SUICIDE

This  rider's  face  amount  will not be paid if the  insured or spouse  dies by
suicide,  while sane or insane,  within 2 years of its effective date.  Instead,
the rider will  immediately  terminate,  and we will  return all costs of spouse
term insurance charges paid. This amount will be paid to the beneficiary.

REINSTATEMENT

This rider may be reinstated as part of your policy in a risk class we determine
based on facts in the application for reinstatement, if in addition to all other
policy  conditions for reinstatement you supply evidence which satisfies us that
the spouse is insurable under our underwriting rules then in effect.

TERMINATION

This rider ends on the first of:

     1.  Termination of your policy;

     2.  Its exchange as provided above;

     3.  The end of the  protection  period  for this rider as shown on the data
         page; or

     4.  Our  receipt of your  written  request to cancel it. The change will be
         effective on the monthly date on or next  following the date we receive
         the  request.  We may  require  that you send  your  policy to the home
         office to record the cancellation.

                             CHANGE OF INSURED RIDER


This  rider  is  part of your  policy.  It is  issued  in  consideration  of the
application. We charge no premium for this rider.

CHANGE OF INSURED
PRIVILEGE

You may name a new insured for this policy provided:

     1.  You are the original and current owner of this policy;

     2.  This policy is in force and is not within the grace period;

     3.  Benefits  are not being  granted  under any rider due to the  insured's
         disability;

     4.  You have an insurable interest in the life of the proposed new insured;

     5.  The age last birthday of the proposed new insured is 69 or under on the
         Change of Insured Date; and

     6.  You supply  evidence  which  satisfies us of the proposed new insured's
         insurability under our underwriting rules then in effect.

LIMITATIONS AND
CONDITIONS

The change to a new insured is subject to these limitations and conditions:

     1.  The face amount,  surrender value and accumulated value will remain the
         same.

     2.  The minimum  monthly  premium  after the Change of Insured Date will be
         the greater of:

         a.    The minimum monthly premium before the Change of Insured Date, or

         b.    The minimum monthly premium based on the age, sex, and risk class
               of the new insured.

     3.  Any benefit  riders  which are part of this policy end on the Change of
         Insured  Date.  Riders may be added for the new  insured  only with our
         consent.

     4.  Any loans or unpaid  loan  interest  secured by your policy will remain
         indebtedness  and are  subject to the  conditions  of the Policy  Loans
         section of your policy.

     5.  Your policy will remain subject to any existing assignments.

     6.  The Change of Insured Date will be the monthly date next  following our
         approval of a requested Change of Insured Application. The insurance on
         the new insured will be effective on the Change of Insured Date.

               EXAMPLE:  If the policy  date is June 5, 1997 and your  requested
               Change of Insured is  approved on April 20,  1999,  the Change of
               Insured Date will be May 5, 1999.

INCONTESTABILITY

We will not claim your policy is void or deny payment of any  proceeds  after it
has been in force during the new insured's  lifetime for 2 years from the Change
of Insured Date for the new insured,  except for any claim for total  disability
or accidental death benefits your policy may provide.

Any face amount increase made under Your Adjustment  Options after the Change of
Insured  Date  has its own 2 year  contestability  period  which  begins  on the
adjustment date.

SUICIDE

The death  proceeds of the policy  will not be paid if the new  insured  dies by
suicide, while sane or insane, within 2 years of the date of exchange.  Instead,
we will pay the net surrender value as of the date of death.

TERMINATION
This rider ends on the first of:

     1.  The policy anniversary following the insured's 70th birthday;

     2.  Termination of your policy;

     3.  The death of the insured under your policy while it is in force; or

     4.  The  application of your policy's net surrender  value under a lapse or
         surrender option, or the surrender of this rider.

                          DEATH BENEFIT GUARANTEE RIDER


This rider is part of your policy. The effective date is the policy date.

DEATH BENEFIT
GUARANTEE

If you meet the death benefit guarantee premium requirement described below, the
policy will not enter its grace period even if your net  surrender  value is not
sufficient to cover the monthly deduction on a monthly date.

MATURITY
GUARANTEE

On the policy  maturity  date,  we will pay you the excess,  if any, of the face
amount over your maturity proceeds if the following conditions are met:

     1.  This rider is in force;

     2.  The insured is alive; and

     3.  You have met the death benefit guarantee premium requirement  described
         below.

DEATH BENEFIT
GUARANTEE
PREMIUM
REQUIREMENT

The death benefit guarantee  premium  requirement on each monthly date is met if
(1) is equal to or greater than (2) where:

     1.  Is the sum of all  premiums  paid less any partial  surrenders  and any
         policy loans and unpaid loan interest; and

     2.  Is the sum of the monthly death benefit guarantee  premiums  applicable
         to date as shown on the data page plus the next monthly  death  benefit
         guarantee premium.

The death  benefit  guarantee  premium is based on the issue age,  death benefit
option, and risk class of the insured and is shown on the data page.

For any month  that your  deductions  are being  paid by our  Waiver of  Monthly
Deductions  Rider, we will consider your monthly death benefit guarantee premium
to be zero.

CHANGES THAT
AFFECT THE DEATH
BENEFIT
GUARANTEE
PREMIUM
REQUIREMENT

Your death benefit guarantee premium may change if:

     1.  Your face amount is increased or decreased;

     2.  There is a change in your death benefit option; or

     3.  A rider is added or deleted.

If your  death  benefit  guarantee  premium  changes  we will  send you  written
notification  of the  change.  Also,  as the result of a change,  an  additional
premium  may be  required  on the date of  change in order to meet the new death
benefit guarantee premium requirement.

NOTICE

If on any monthly date the death benefit  guarantee  premium  requirement is not
met,  we will  send  you a  notice  of the  premium  required  to  maintain  the
guarantee.  If the  premium  is not  received  in our home  office  prior to the
expiration  of 61 days  after the date we mail our  notice,  the  death  benefit
guarantee will no longer be in effect and this rider will terminate.

REINSTATEMENT

If this rider terminates, it may not be reinstated.

TERMINATION

This rider ends on the first of:

     1.  The termination of your policy.

     2.  The expiration of 61 days after the date we mail our notice to you that
         the death benefit  guarantee  premium has not been met and your failure
         to remit the required premium.

                            ACCOUNTING BENEFIT RIDER

This rider is part of your policy. All definitions,  provisions,  and exceptions
of the policy apply to this rider unless  changed by this rider.  The  effective
date is the Policy Date.

RIDER
PROVISIONS

The SCHEDULE OF CHAGES and TABLE OF SURRENDER CHARGES  provisions in yourcurrent
Data Pages are amended as follows:

     1.  SCHEDULE OF CHARGES

         The  following  paragraph is inserted as the last two  sentences in the
         paragraph labeled "Premium Expense Charge:"

         Should you surrender this policy for its net surrender  value,  we will
         refund you a percentage of the cumulative  premium  expense  charges by
         applying the following  percentages:  If you  surrender  your policy in
         Year One - 100%; Year Two - 67%; Year Three - 33%; Year Four and later
         - 0%.

     2.  TABLE OF SURRENDER CHARGES

         The following  two  sentences are added to the paragraph  following the
         TABLE OF SURRENDER CHARGES:

         Should  you  surrender  this  policy  for its net  surrender  value the
         applicable  surrender charges will be reduced by the application of the
         following percentages: If you surrender your policy in Year One - 100%;
         Year Two - 80%;  Year  Three - 60%;  Year Four - 40%;  Year Five - 20%;
         Year Six and after - 0%.

TERMINATION

This rider ends on the first of:

     1.  Termination of

     2.  Our receipt of your Written  Request to cancel it. To be effective on a
         specific  Monthly  Date your  Written  Request  must be  received by us
         within 31 daysafter  that date.  We may require you to send your policy
         to the home office to record the cancellation; or

     3.  Your Sixth Policy Anniversary.


                           ACCELERATED BENEFITS RIDER

This rider is part of your policy. All definitions,  provisions,  and exceptions
of the policy apply to this rider unless  changed by this rider.  The  effective
date is the same as the policy  date  unless  another  date is shown on the data
page.

DEFINITIONS

The eligible face amount means:

Under Option 1.

The face amount of your policy.

Under Option 2.

The sum of the face amount of your policy plus its accumulated value.

BENEFIT

We will pay an accelerated  benefit if the insured is terminally ill, subject to
the provisions of this rider. The maximum accelerated benefit you may receive is
the lesser of the amount shown in the data page or:

     1.  75% of the eligible face amount;

                  MINUS

     2.  Any outstanding policy loans,  unpaid loan interest and previously paid
         accelerated benefit.

We will pay the accelerated benefit as a lump sum. Payments other than as a lump
sum may be made at your request,  subject to our approval. The minimum amount if
any payment is $500. We may charge a one time  administrative  expense fee up to
the maximum which is shown on the data page.

INTEREST

We will charge interest on the amount of the accelerated  benefit.  The interest
accrues daily at the same  interest rate as the policy's loan interest  rate. On
the policy  anniversary,  the accrued  interest will be added to the accelerated
benefit and bear interest at the rate then in effect.  Additional  interest will
not accrue if the accelerated  benefit plus accrued interest equals the eligible
face amount.

EFFECT ON YOUR POLICY

The accelerated benefit will first be used to repay any outstanding policy loans
and unpaid loan interest.  The accelerated benefit plus accrued interest will be
treated as a lien against the policy  values.  Your access to the net  surrender
value of your policy through policy loans,  partial surrenders or full surrender
is limited to any excess of the net surrender value over the accelerated benefit
and accrued interest on the accelerated benefit.  Death proceeds,  as defined in
the  policy,  will be  reduced  by the amount of the  accelerated  benefit  plus
accrued  interest.  Any benefits  payable  under other  riders  attached to your
policy are not affected by any benefit paid under this rider.

PROOF OF TERMINAL  ILLNESS

Before payment of any accelerated  benefit,  we will require you provide us with
proof satisfactory to us that the insured's life expectancy is 12 months or less
from the date of  application  for the  accelerated  benefit.  this  proof  will
include the  certification  of a licensed  physician,  who is not  yourself or a
member of your family.  We reserve the right to obtain a second medical  opinion
at our expense.

CLAIMS

We must  receive  your  written  request  for an  accelerated  benefit in a form
acceptable  to us. Upon  receipt of your  request,  we will provide a claim form
within 10 working days.

CONDITIONS

The payment of any accelerated benefit is subject to the following conditions:

     1.  The policy must be in force other than as extended term or paid-up term
         insurance.

     2.  The policy must not be assigned except to us as a security for a loan.

     3.  The  payment  of  an  accelerated  benefit  must  be  approved  by  any
         irrevocable beneficiary.

     4.  This rider provides for the accelerated payment of the death benefit of
         your  life  insurance  policy.  This  is  not  meant  to  cause  you to
         involuntarily  access proceeds  ultimately  payable to the beneficiary.
         Therefore, you are not eligible for this benefit:

         a.    If you are required by law to use this benefit to meet the claims
               of creditors, whether in bankruptcy or otherwise; or

         b.    If you are required by a government agency to use this benefit in
               order to apply  for ,  obtain,  or  otherwise  keep a  government
               benefit or entitlement.

TERMINATION

This rider ends on the first of:

     1.  The termination of the policy to which this rider is attached; or

     2.  Our receipt of your written  request to cancel this rider.  We have the
         right to  require  that you send us this  policy so we can  record  the
         cancellation.

REINSTATEMENT

This rider may be reinstated as part of your policy if it is terminated  under 1
or 2 above.

                            ARTICLES OF INCORPORATION

                     Principal Mutual Life Insurance Company
                     711 High Street DES MOINES, IOWA 50392

                AMENDED AND SUBSTITUTED ARTICLES OF INCORPORATION
                                   AS AMENDED
                             Effective July 1, 1991

                                   ARTICLE I.

The name of the corporation shall be Principal Mutual Life Insurance Company, by
which  name (or by the names  Bankers  Life  Company  and  Princor  Mutual  Life
Insurance  Company  which  it may  use in its  discretion  and  where  permitted
continue to use or adopt) it shall do business and shall have and retain all its
property, rights and privileges.

                                   ARTICLE II.

The corporation shall be located and have its principal place of business in the
city of Des Moines,  Polk County,  lowa. The principal office of the corporation
is the  registered  office,  and the  President is the  registered  agent of the
company.

                                  ARTICLE III.

The purpose of this  corporation  are and it shall have full power to engage in,
pursue,  maintain and transact a general life, health and accident insurance and
annuity business,  and to insure other risks,  perform other services and engage
in  other   businesses   allowed  by  law.   It  may  issue   participating   or
nonparticipating  contracts.  It  shall  further  have the  power to enter  into
contracts  with  respect to proceeds of such  insurance,  to accept and reinsure
risks, to enter into coinsurance  agreements,  to issue and perform policies and
contracts of all types,  including but not limited to individual  and group,  to
act as trustee or advisor in any capacity, and to offer all services,  including
those of a financial  accounting  or data  processing  nature,  to all  persons,
partnerships,   corporations  and  other  business  organizations,  directly  or
indirectly  incidental to its business. It shall have all the rights, powers and
privileges  granted or  permitted by the  Constitution  and laws of the state of
Iowa  governing  the conduct of insurance  companies and by Titles XIX and XX of
the Code of Iowa 1966 and all acts amendatory thereof or additional thereto.

The corporation shall be empowered:  To sue and be sued, complain and defend, in
its corporate or assumed name, to have a corporate  seal which may be altered at
pleasure,  and to use the same by  causing  it, or a  facsimile  thereof,  to be
impressed  or affixed or in any other  manner  reproduced;  to  purchase,  take,
receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal
in and with, real or tangible or intangible  personal property,  or any interest
therein, wherever situated; to sell, convey, mortgage,  pledge, lease, exchange,
transfer and otherwise dispose of all or any part of its property and assets; to
lend  money to,  and  otherwise  assist  its  employees,  agents,  officers  and
directors unless prohibited by law; to purchase,  take, receive,  subscribe for,
or otherwise  acquire,  own, hold,  vote, use,  employ,  sell,  mortgage,  lend,
pledge, or otherwise dispose of, and otherwise use and deal in and with, shares,
options,  warrants or other  interests in, or obligations  of, other domestic or
foreign corporations,  associations,  partnerships or individuals,  or direct or
indirect  obligations  of the United States or of any other  government,  state,
territory,  governmental  district  or  municipality  or of any  instrumentality
thereof  unless  prohibited by law; to make  contracts and  guaranties and incur
liabilities;  to lend and borrow money for its  corporate  purposes,  invest and
reinvest its funds, and take and hold real and personal property as security for
the payment of funds so loaned or invested; to acquire or organize subsidiaries;
to conduct its business, carry on its operations,  and have offices and exercise
the powers  granted in any state,  territory,  district,  or  possession  of the
United  States,  or in any foreign  country;  to make  donations  for the public
welfare, and for religious,  charitable,  scientific or educational purposes; to
pay pensions and establish pension plans,  pension trusts,  profit-sharing plans
and  other  incentive,  insurance  and  welfare  plans  for  any  or  all of its
directors,  officers,  agents and employees; to enter into general partnerships,
limited  partnerships,  whether the corporation be a limited or general partner,
joint ventures,  syndicates,  pools,  associations  and other  arrangements  for
carrying on any or all of the purposes for which the  corporation  is organized,
jointly or in common with others; to indemnify  officers,  directors,  employees
and agents, as allowed by law, subject to such limitations as may be established
by the Board of  Directors;  and to have and  exercise  all powers  necessary or
convenient  to effect any or all of the  purposes for which the  corporation  is
organized.

                                   ARTICLE IV.

The corporation shall have perpetual existence and succession.

                                   ARTICLE V.

The private  property of the members,  directors and other officers and managers
of this  corporation  shall in no case be liable for the  corporate  debts,  but
shall be exempt therefrom.

                                   ARTICLE Vl.

The  corporate  powers of the  corporation  shall be  exercised  by the Board of
Directors, and by such officers and agents as the Board may authorize,  elect or
appoint. The Board of Directors shall consist of not less than nine (9) nor more
than twenty-one (21) directors, the number to be determined from time to time by
a majority of the entire Board of Directors. The directors shall be divided into
three  classes,  as nearly equal  numerically  as possible,  determined by terms
expiring in successive  years. Each director shall serve a term of approximately
three  years  except as  otherwise  provided or where it is  necessary  to fix a
shorter term in order to preserve  classification.  No decrease in the number of
directors shall shorten the term of any incumbent director.  Each director shall
serve until a successor  is elected and shall be eligible for  re-election.  The
Board of Directors shall have the power to fill any vacancy in their number. The
term of office of each director  shall begin at the annual meeting at which such
director  is  elected  by the  members  or at the time  elected  by the Board of
Directors.  The term of office of each  director  shall not  extend  beyond  the
annual  meeting next  following the date such  director  attains age 70, or such
younger age as may be  established  for all directors by the Board of Directors,
except that the terms of directors holding office prior to the annual meeting in
1984 may extend to the annual  meeting  next  following  the date such  director
attains age 72 and except that for  officer-directors,  other than one who is or
has been Chief Executive Officer, the term as a director shall not extend beyond
the annual  meeting next  following the date such director  retires as an active
officer of this corporation. Directors need not be members.

The Board of Directors  shall have the power to adopt such By-Laws and rules and
regulations  for  the  transaction  of  the  business  of  the  corporation  not
inconsistent  with these  Amended  and  Substituted  Articles or the laws of the
state of Iowa, and to amend or repeal such By-Laws,  rules and regulations.  The
By-Laws shall provide  procedures  for the nomination and election of directors.
The Board of Directors  may fix  reasonable  compensation  of the  directors for
their  services.  The Board of  Directors  shall elect from their  number at the
first board meeting after the annual meeting of the corporation a President, and
shall  authorize,  eleet or  appoint at such  first  meeting  or at any  meeting
thereafter such other officers, agents or committees as in their judgment may be
necessary or advisable.

A director of this corporation shall not be personally liable to the corporation
or its members for monetary  damages for breach of fiduciary duty as a director,
except for liability (i) for a breach of the  director's  duty of loyalty to the
corporation  or its  members,  (ii) for acts or  omissions  not in good faith or
which involve intentional misconduct or a knowing violation of the law, or (iii)
for a transaction from which the director derives an improper  personal benefit.
The liability of directors  shall be deemed further limited or eliminated to the
fullest extent  permitted by changes in the law governing this  corporation  and
approved  by a  majority  of the  entire  Board  of  Directors.  Any  repeal  or
modification of the provisions of this paragraph shall not adversely  affect the
duty, liability, rights or protection of a director existing at the time of such
repeal or modification.

                                  ARTICLE Vll.

The annual meeting of this  corporation  shall be held at the Home Office in Des
Moines,  lowa,  on the third  Monday in May of each year for the  election  of a
director or directors and the transaction of any other business  properly coming
before the annual meeting.

Special  meetings of the  corporation may be called by the directors at any time
and shall be so called  upon the  written  request  of five per cent (5%) of the
members, which request shall specify the matters proposed to be acted upon.

Notice of the time and place of each annual and each  special  meeting  shall be
published  at least one time in a newspaper of general  circulation  in the city
where the  meeting is to be held not less than 30 nor more than 90 days prior to
the date of the meeting. No person shall be elected a director by the members at
any  meeting  except  an  annual  meeting  and then  only if duly  nominated  in
accordance  with the  requirements of the By-Laws and named in the notice of the
annual  meeting as a nominee for the class of  director  to be so elected.  Each
notice of a meeting  shall state the purpose of the meeting.  These  Amended and
Substituted  Articles  may be amended at any  meeting  only if the notice of the
meeting describes or sets out the proposed amendment.

At every annual or special meeting each member shall be entitled to one vote, to
be cast by ballot  signed by such member and mailed or  personally  delivered by
such member to the Home Office.  The Secretary of the corporation  will,  during
any 60 consecutive  regular business days immediately  preceding the date of the
annual or any  special  meeting,  give or mail to each  member  making a request
therefor a ballot,  and shall if the Board of  Directors so direct mail a ballot
to each member.  No ballot  received in any manner after the  adjournment of any
such meeting, or which in not signed by a member,  shall be counted upon matters
acted upon at the meeting. There will be no cumulative voting by proxy,

                                  ARTICLE VIII.

This  corporation  shall have no capital stock,  but shall be purely mutual as a
legal reserve company.

                                   ARTICLE IX.

Except as otherwise  provided in this Article,  each person who, and each entity
which, is regarded as present owner under the provisions of an original contract
of insurance or annuity issued by this corporation,  or, absent determination by
such  provisions,  under the  By-Laws  or rules of the  corporation,  shall be a
member of this  corporation  and  entitled to the  privileges  of such member as
defined herein,  in the By-Laws or in the contract of insurance or annuity,  but
so long only as the said  original  contract  of  insurance  or annuity  has not
matured or been surrendered and remains in force.  The membership  privileges of
those issued an original  contract of insurance or annuity on or before April 8,
1980, but not the owner on that date, shall be preserved.

                                   ARTICLE X.

These Articles of  Incorporation  may be amended at any annual  meeting,  or any
special  meeting  called for that  purpose,  upon  notice  given as  required by
Article VII, upon a majority vote in favor of the amendment  cast by the members
voting at such meeting by ballot or in person.  The  amendment  shall be binding
upon all members of the corporation.  Any amendment will not affect contracts of
the members nor terminate  rights,  powers,  privileges,  and  franchises of the
corporation existing as of the time of amendment. 

                                    BY-LAWS

                     PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
                     711 HIGH STREET DES MOINES, IOWA 50392

                       Adopted and Effective April 8, 1969
                       As Amended through August 15, 1994

                                    ARTICLE I
                      MEETINGS OF THE COMPANY, ELECTION OF
                          DIRECTORS AT ANNUAL MEETING

SECTION 1. Meetings of the Company.  The annual  meeting of the Company shall be
held in  accordance  with the  provisions  of the  Articles  at the hour of 9:00
o'clock A.M.., Des Moines time. Any special meeting of the Company shall be held
at the time and place  specified  in the  notice of such  special  meeting.  The
Chairman  of the Board or the  acting  Chairman  of the Board  shall  preside at
meetings of the  Company.  The  Secretary  of the  Corporation  shall act as the
Secretary of the meeting.  If either  person is unable to act in the  designated
capacity,  the members present shall elect a member to serve as chairman pro tem
or secretary pro tem.

SECTION 2. Notices and Ballots.  The  Secretary of the  Corporation  shall cause
notice of each meeting to be published and shall mail or make ballots  available
to members as  required  by the  Articles  and shall if so directed by the Board
mail a ballot to each member.  No name of a candidate  for election to the Board
shall be included  in the ballot  unless the  candidate  has been  nominated  as
provided in these By-Laws.

SECTION  3.  Election  of  Directors  and  Voting on  Propositions;  Failure  of
Election. At each annual meeting the ballots cast for candidates for election to
the Board,  and at each  annual  meeting or special  meeting  the  ballots  cast
concerning  any  proposition,  shall be referred to the Board for canvass at the
first meeting of the Board following such meeting of the Company. In the event a
candidate  for  election to the Board,  who is included in a class for which the
number of  candidates  nominated  for  election is greater than the number to be
elected,  dies or withdraws before election,  then there shall be no election of
Directors  in that class and the vacancy or  vacancies  created may be filled by
the Board, to serve until the next following annual meeting of the Company, when
a new  election  shall  be held  for the  unexpired  term  of  such  vacancy  or
vacancies.

The candidate or candidates  receiving the highest number of votes in each class
shall be declared  elected  Director or Directors,  and any  proposition  or any
other matter  submitted shall be declared carried or lost in accordance with the
majority of votes cast for or against it. No person  other than a candidate  may
be elected a Director.

                                   ARTICLE II
                           NOMINATION OF DIRECTORS AND
                                ELECTION BY BOARD

SECTION 1.  Nomination by Board.  The Board shall each year nominate  candidates
for election as Directors to succeed those whose terms are expiring.

SECTION 2. Nomination by Members. Members of the Company may nominate candidates
for  election as  Directors  to succeed  those whose  terms are  expiring,  upon
delivery to the Secretary of the  Corporation a certificate or  certificates  of
nomination  signed by members  residing in at least five states and numbering in
each such state not less than 1/25 of 1% of the total  membership  of the entire
Company  as of a date one  hundred  eighty  days prior to the date of the annual
meeting and including  the address and policy or contract  number of each member
so signing.

SECTION 3.  Qualification  of  Candidates.  To qualify as a  candidate,  whether
nominated by the Board or by members,  written  certificate or  certificates  of
nomination  shall be filed with the Secretary of the  Corporation  not more than
one hundred  eighty days nor less than ninety days before the date of the annual
meeting of the Company and shall be  accompanied  by a written  statement of the
nominee of his willingness to serve.

SECTION 4.  Assignment to Class.  Each  nomination of a candidate  shall be to a
class  to which  one or more  Directors  are to be  elected  at the next  annual
meeting of the  Company.  If any  nomination  made by the members of the Company
fails  to  assign  the  candidate  to any  class,  the  Board  shall  make  such
assignment.

SECTION 5.  Filling  Vacancies.  Any vacancy  upon the Board  (except  vacancies
resulting from failure of election as provided in Article I, Section 3), whether
resulting  from  death or  resignation  of a  Director,  increase  in  number of
Directors, or for any other reason, may be filled by the Board at any regular or
special  meeting,  and each such newly elected Director shall be assigned by the
Board to a class.

                                   ARTICLE III
                               BOARD OF DIRECTORS

SECTION 1. Number of Directors. The Board shall consist of thirteen Directors or
such larger or smaller number, within the limits specified by the Articles, as a
majority of the entire Board may determine at any regular or special  meeting of
the Board.

SECTION 2. Meetings.  Regular meetings of the Board shall be held without notice
once in each calendar  quarter on such date and at such hour and place as may be
fixed by the Board,  except that the meeting in the second quarter shall be held
in the Home  Office  of the  Company  in Des  Moines  on the date of the  annual
meeting.  The date, hour and place of any regular meeting other than the meeting
in the second  quarter may be changed by the  Chairman of the Board,  if any, or
the  President,  by written  notice to all Directors at least thirty days before
the regular meeting date, provided that the date to which any meeting is changed
shall not be more than  fifteen days earlier or later than the date fixed by the
Board.  Special  meetings of the Board may be called at any time upon five days'
written notice given by the Chairman of the Board,  if any, the President or any
two Directors. In the alternative, upon oral or written notice received prior to
the time of the meeting by at least two-thirds of the Directors, the Chairman of
the Board,  or acting  Chairman of the Board,  may call a special meeting of the
Board to be held through communications equipment which permits all participants
to communicate with each other, with such participation  constituting attendance
at such  meeting.  Any  Director  may waive call or notice  required to be given
either before or after the time stated therein.  Any meeting may be continued to
the succeeding day if the Board does not complete the business  coming before it
on the meeting date.

At all meetings of the Board, regular or special, a majority of its number shall
constitute a quorum for the transaction of business. If at any meeting less than
a quorum  is  present,  the  meeting  may be  adjourned  from  time to time to a
subsequent  date,  at which date the  meeting  may be held  without  notice if a
quorum is then present.

SECTION 3. Officers of the Board;  Duties. The Board shall elect from its number
a Chairman of the Board to serve at the  pleasure of the Board.  The Chairman of
the Board shall, if present, preside at each meeting of the Board and shall have
such  powers and shall  perform  such  duties as may be assigned to him by these
By-Laws or by or pursuant to  authorization  of the Board or, if the Chairman of
the  Board is not the  chief  executive  officer  of the  Company,  by the chief
executive officer.

The Board may at any  meeting of the Board  elect a  Secretary  of the Board and
such other  officers,  assistants  and  committees of the Board as the Board may
deem  necessary to serve  during the  pleasure of the Board,  each of whom shall
have and  perform  such  duties as may be assigned to him by the Board or by the
Chairman  of the Board.  The  Secretary  of the Board shall keep a record of all
proceedings of the Board.

The Board shall by  resolution  establish  a procedure  to provide for an acting
Chairman of the Board in the event the  current  Chairman of the Board is unable
to serve or act in that capacity.

SECTION 4.  Compensation  of  Directors.  Directors  who are not officers of the
Company  shall be entitled to an annual  retainer and an  additional  amount for
attendance  at each  regular or  special  meeting  of the Board or  meetings  of
committees of the Company,  plus expense of attending such meetings,  if any, as
may be fixed by the Board.

                                   ARTICLE IV
                             OFFICERS OF THE COMPANY

SECTION  1.  President.  The  Board  shall,  at the first  meeting  of the Board
following  the annual  meeting of the Company,  or at any meeting  thereafter to
fill a vacancy in the office,  elect from its number a President  of the Company
to serve for one year or until his successor is elected.

SECTION 2. Chief Executive Officer.  The Board shall empower either the Chairman
of the  Board,  if one is  elected,  or the  President  to  serve  as the  chief
executive officer of the Company.

SECTION 3. Other Officers  Elected by Board.  At any meeting of the Board it may
elect such officers of the Company, in addition to a President, as the Board may
deem necessary, to serve at the pleasure of the Board.

SECTION 4.  Other  Officers.  The Board may  authorize  the  Company to elect or
appoint other officers, each of whom shall serve at the pleasure of the Company.

SECTION 5. Duties of Officers.  The chief executive  officer shall supervise the
carrying  out of policies  adopted or approved  by the Board,  shall  exercise a
general supervision and superintendence over all the business and affairs of the
Company,  and shall  possess  such other powers and perform such other duties as
may be incident to his function.

The President,  if not the chief executive  officer,  shall have such powers and
perform such duties as may be assigned to him by these By-Laws or by or pursuant
to authorization of the Board or by the chief executive officer.

Other  officers  elected by the Board shall have such  powers and  perform  such
duties as may be assigned to them by or pursuant to  authorization  of the Board
or by the chief executive officer.

Officers  elected or appointed by the Company shall have such powers and perform
such duties as may be assigned to them by the Company.

SECTION 6. Compensation of Officers. The compensation of all officers elected by
the Board shall be fixed by the Board.  The  compensation of officers elected or
appointed by the Company  shall be fixed as provided by  resolution of the Board
of Directors.

                                    ARTICLE V
                                   COMMITTEES

SECTION  1.  Executive  Committee.  An  Executive  Committee  is hereby  created
composed of five  Directors  and shall include the Chairman of the Board and the
chief executive officer if other than the Chairman of the Board.  Members of the
Executive  Committee  shall be  appointed  by and serve at the  pleasure  of the
Board.  If the Board has elected a Chairman  of the Board he shall,  if present,
preside at each meeting of the Executive Committee. In the absence or vacancy in
the office of the  Chairman  of the Board,  the chief  executive  officer  shall
preside.  If the Chairman of the Board is also the chief executive officer,  any
other member of the  Executive  Committee,  as  determined by the members of the
Executive Committee present,  shall preside at a meeting of the Committee in the
absence of the  Chairman of the Board.  The  Secretary of the Board shall act as
secretary of the Executive Committee and shall keep a record of all proceedings.
A majority of the members of the Executive Committee shall constitute a quorum.

SECTION 2. Powers of Executive Committee. The Executive Committee shall have and
may  exercise  the  powers of the Board in the  management  and  affairs  of the
Company except when the Board is in session and except the power to make,  alter
or repeal  By-Laws or to nominate  candidates for election to, fill vacancies in
or  change  the  number  of  members  of the  Board.  Actions  of the  Executive
Committee,  except when the rights or acts of third  parties  would be adversely
affected, shall be subject to the approval of the Board, which approval shall be
implied unless contrary action is taken by the Board.

SECTION 3. Other Committees.  Other committees composed of members or directors,
officers,  agents, or employees of the Company or of any subsidiary or affiliate
of the Company may be appointed and their respective functions, terms and duties
prescribed  from time to time by the Board of Directors,  by the chief executive
officer subject to the approval of the Board, or by the chief executive officer.

                                   ARTICLE VI
                      EXECUTION AND SIGNING OF INSTRUMENTS
                        AND CHECKS: FACSIMILE SIGNATURES

SECTION 1. Execution of Instruments.  Instruments  affecting or relating to real
estate or the  investment  of funds of the Company may be executed as authorized
by  resolution  of the Board or as may be  authorized  by such  officers  of the
Company as the Board designates.

SECTION 2.  Disposition  of Funds.  The funds of the Company  shall be paid out,
transferred or otherwise disposed of only in such manner and under such controls
as may be  authorized by resolution of the Board or as may be authorized by such
officers of the Company as the Board designates.

SECTION 3. Survival of Validity of Instrument  Bearing Facsimile  signature.  If
any  officer  whose  facsimile  signature  has  been  placed  upon  any  form of
instrument  shall have ceased to be such officer  before an  instrument  in such
form is issued,  such instrument may be issued with the same effect as if he had
been such officer at the time of its issue.

                                   ARTICLE VII
                                    INDEMNITY

The Board shall have the power to  indemnify,  or authorize  the officers of the
Company to indemnify,  directly and through insurance coverage,  each person now
or  hereafter  a Director,  officer,  employee  or other  representative  of the
Company, and that person's heirs and legal representatives, against all damages,
awards,  costs and  expenses,  including  counsel fees,  reasonably  incurred or
imposed in connection with or resulting from any action, suit or proceeding,  or
the settlement thereof prior to final  adjudication,  to which such person is or
may be made a party by  reason  of being or  having  been a  Director,  officer,
employee or other  representative  of the Company or by reason of service at the
request of the Company in any capacity with another entity or organization. Such
rights  or  indemnification  shall be in  addition  to any  rights  to which any
Director,  officer,  employee or other  representative  of the Company,  former,
present or future,  may  otherwise be entitled as a matter of law and subject to
such limitations permitted by law as may be established by the Board.

                                  ARTICLE VIII
                              AMENDMENT OF BY-LAWS

These By-Laws may be amended, altered or repealed by the Board at any regular or
special meeting of the Board,  provided  written notice  expressing in substance
the proposed  change  shall have been given to each  Director at least five days
prior to the date of such regular or special  meeting to each  Director who does
not waive  notice.  Notice  may be waived  by any  Director  by filing a written
waiver of notice with the  Secretary  of Board  before,  on or after the meeting
date.

                                   ARTICLE IX
                           MEANINGS OF WORDS AND TERMS

When used in these By-Laws, the following words and terms shall have the meaning
assigned to them in this Article.

 Company - Principal Mutual Life Insurance Company (which also may be
           known as Bankers Life Company and Princor Mutual Life
           Insurance Company)

   Board - Board of Directors of the Company

 By-Laws - these By-Laws of the Board, as from time to time amended

Articles - Articles of Incorporation of the Company, as from time to
           time amended

  member - a member of the Company, as defined in the Articles

Director - a person duly elected to the Board of the Company

   class   - that group of Directors  whose terms expire on the date of the same
           annual meeting of the Company.

candidate- a person duly nominated for election to the Board pursuant to the
           provisions of the Articles and By-Laws

711 High Street               Principal Mutual             Life and Disability
Des Moines, Iowa 50392-0001   Life Insurance Company      Insurance Application


All  references  to "you" and  "your"  in this  application  means the  Proposed
Insured.
- --------------------------------------------------------------------------------
Personal     Proposed Insured's Name (First, Middle Initial, Last) Date of Birth
Information
 (Always     ___________________________________________________________________
complete     Address              City       County      State             Zip
this section)
             -------------------------------------------------------------------
             Sex   Social Security Number    Birthplace       Driver's License
         __ M __ F                       (State or Country)        Number
- --------------------------------------------------------------------------------
Life      Annual Earned Income    Unearned Income   Occupation   Employer/
Only                                                             Address

- --------------------------------------------------------------------------------
Life        Face Amount     Type             Plan           Unscheduled Premium,
Coverage                 (Term, Whole  (or Premium, if AL)     if applicable
Applied For               Life, etc.)

   -----------------------------------------------------------------------------
             If joint life (Survivorship, First-To-Die)
             other lives to be covered

   -----------------------------------------------------------------------------
   If Universal or Variable Life   __ Option 1 (Death Benefit = Face Amount)
   - Planned Premium               __ Option 2 (Death Benefit = Face Amount
                                      + Accum. Value)

- -------------------------------------------------------------------------------
Life   Rider  1   Amount,   if   applicable   If  Child   Term,   or   Benefits/
____________________________________  Spouse Term, or Riders Rider 2 Amount,  if
applicable Payor Benefits Applied For ____________________________________  Then
Submit Supplemental App.
             Rider 3      Amount, if applicable   _____________________________
             ____________________________________ If PAPA Rider:
             Rider 4      Amount, if applicable   Total Annual Premium $_______
             ____________________________________ (Dividends must be additions)
- -------------------------------------------------------------------------------
Beneficiary  Primary         Relationship to    Social Security Number
of Life                      Proposed Insured
Insurance    __________________________________________________________________

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

             ------------------------------------------------------------------
             Contingent          Relationship to         Social Security Number
                                 Proposed Insured

- -------------------------------------------------------------------------------
Proceeds          __ to be left at interest.
                     Beneficiary to have election and withdrawal rights.
                     Pay interest ______________ (frequency)
- -------------------------------------------------------------------------------
Life Owner   Name        Relationship to Proposed Insured    Taxpayer ID Number

(if other    __________________________________________________________________
than the     Address              City           County       State         ZIP

Proposed     __________________________________________________________________
Insured)     If Proposed Insured is under age 15, Ownership is
             __              Permanent  __  Temporary __ Age 18 __ Age 21 __ Age
                             25 (at which time the Insured becomes Owner)
- --------------------------------------------------------------------------------
Life         __ AL - Improve Policy    __ Purchase Additional Insurance
Dividend                     __ Paid in Cash
             __ AL - Loan Enhancement  __ Accumulate at Interest
                         __ *EPO - Return Cash Value
             __ AL - Reduce/Unscheduled   __ Reduce Premium
                    __ * EPO - Return of Premium
                          * Balance as Checked
- -------------------------------------------------------------------------------
Life       __ Annual        __ Semi-Annual
Method of __  Quarterly  __ List Bill List  existing  reference  number  _______
Premium __  Preauthorized  Withdrawal  (monthly)  Payment List  existing  policy
number(s)__________________________________
- --------------------------------------------------------------------------------
Other Life   Company  Amount   Amount   ADB   Waiver of  Year of      Purpose
Insurance            In Force  Pending Amount  Premium   Issue  (Business or
                                                                Personal)? If
                                                                business, type
                                                                (Key Person,
                                                                Buy, Sell, etc.)

(list all     __________________________________________________________________
life
insurance in  __________________________________________________________________
force or
currently     __________________________________________________________________
being applied
for)          __________________________________________________________________

              Will this insurance replace any exisitng coverage? __ No __ Yes
              If "yes", enclose replacement forms.
              If "yes", company name(s) ________________________________________
              Policy number(s) _________________________________________________
              Will all pending coverage be accepted? __ No __ Yes  Explain
- --------------------------------------------------------------------------------
Activities    1.  Have you, are you, or do you plan to:
                  *a.  be a member of any Armed Forces or Military Unit?
                       __ No  __ Yes
                  *b.  pilot any type of aircraft?
                       __ No  __ Yes
                  *c.  engage in scuba/skin diving, motor vehicle racing,
                       skydiving or any other hazardous sporting activity?
                       __ No  __ Yes
                  *d.  live or travel outside the United States?
                       __ No  __ Yes
              2.  In the last 5 years have you:
                  a.  been in a motor vehicle accident; been charged with
                       driving while intoxicated; had more than one moving
                       traffic violation?
                       __ No  __ Yes
                  b.  used cocaine, marijuana, amphetamines, barbiturates
                      or other controlled substances?
                       __ No  __ Yes
                  c.  been arrested for other than traffic violations?
                       __ No  __ Yes
              3.  Have you ever had any life, health or disability insurance
                  rated, ridered or declined?
                       __ No  __ Yes
               If "yes", give details, or *complete special statement:


- --------------------------------------------------------------------------------
Personal      4.  a.  Full Name and Address of personal physician/health
History               care provider (if none, so indicate)
               -----------------------------------------------------------------
                  b.  Date last seen  Reason and results  Doctor's Phone No.
               -----------------------------------------------------------------
(always           c.  Height  Weight  Weight loss in the last year?  __No __ Yes
complete                              If "yes, number of pounds
this section)                         Reason for weight loss
              ------------------------------------------------------------------
              5.  a.  Do you use tobacco or nicotine products?
                      __ Never  __ Current  __ Past - date last used ___________
                  b.  If current or past use, type/amount per day?
                      __ Cigarettes  _Pipe/Cigar  __ Chew  __ Patch/gum

              6.  a.  Do you drink alcohol?
                      __ Never  __ Current  __ Past - date last used/
                                                      reason quit ______________
                  b.  If current or past use, type/amount per week?
                      __ Beer/Wine  __ Other ___________________________________
              ------------------------------------------------------------------
              7.  a.  Have you ever been advised to limit or discontinue the
                      use of alcohol or drugs?  __ No __ Yes
                  b.  Have you sought or received treatment or counseling
                      because of alcohol or drug use?  __ No  __ Yes
                  c.  Have you participated in a support group or program
                      because of alcohol or drug use?  __ No  __ Yes

                  If "yes" give details:
              ------------------------------------------------------------------
              8.  a.  Has any parent or sibling died before age 60?
                      __ No  __ Yes  If yes, age(s) at death ___________________
                  b.  Relationship(s) __________________________________________
                      cause(s) of death ________________________________________
- --------------------------------------------------------------------------------
Medical 9.  Within the last 10 years have you had,  been  treated for or History
diagnosed as having (check all that apply):
                  a.  __ high blood pressure  __ heart attack  __ chest pain
(always               __ any other disease or disorder of the heart or
complete                 circulatory system (specify) __________________________
this section)         __ None
                  b.  __ athsma  __ bronchitis  __ emphysema
                      __ any other disease or disorder of the lungs or
                         respitory system (specify) ___________________________
                      __ None
                  c.  __ seizure  __ stroke  __ headaches
                      __ any other disease or disorder of the brain or nervous
                         system (specify) ______________________________________
                  d.  __  irritable  bowel  syndrome __  hepatitis __ colitis __
                      ulcer __  cirrhosis  __  gallbladder  disorder __ pancreas
                      disorder  __ any other  disease or  disorder of the liver,
                      stomach
                         or digestive tract (specify) __________________________
                      __ none
                  e.  __ sugar in urine  __ protein in urine  __ blood in urine
                      __ any other disease or disorder of the urinary tract,
                         bladder or kidneys
                         (specify)______________________________________  __none
                  f.  __ diabetes  __ thyroid disorder  __ glandular disorder
                      __ any other disease or disorder of the endocrine system
                         (specify)______________________________________  __none
                  g.  __ HIV infection  __ positive HIV test  __ AIDS
                      __ any other disease or disorder of the immune system
                         (specify)______________________________________  __none
                  h.  __ back pain  __ neck pain  __ disc problems
                      __ spinal  sprain or strain __  sciatica __  arthritis  __
                      spinal sprain or strain __ carpal  tunnel  syndrome __ any
                      other disease or disorder of the bones, joints or
                         muscles.
                         (specify)______________________________________  __none
                  i.  __ chronic fatigue  __ Chronic Fatigue Syndrome
                      __ Lyme's Disease  __ Epstein Barr  __ none
                  j.  __ anxiety  __ depression  __ stress
                      __ any other psychological or emotional disorder or
                         symptoms
                         (specify)______________________________________  __none
                  k.  __ cancer  __ tumor  __ cyst  __ growth  __ none
              ------------------------------------------------------------------
              10. Within the last 10 years have yhou had (check all that apply):

                  a.  __ complications of pregnancy  __ sexually transmitted
                                     disease
                      __ disease or disorder of the prostate, uterus, ovaries or
                         breasts (specify)______________________________  __none
                      __ any other disease or disorder of the reproductive
                         system (specify)_______________________________  __none
                  b.  any disease or disorder of the:
                      __ eyes  __ ears  __ nose  __ throat  __ skin
                         (specify)______________________________________  __none
              ------------------------------------------------------------------
              11. Within the last 10 years have you:

                  a.  had any other illness, injury or health
                      condition not already indicated above?       __ No  __ Yes
                  b.  had any medication, treatment, surgery,
                      medical test or hospitalization?             __ No  __ Yes
                  c.  seen a doctor, chiropractor, psychiatrist,
                      psychologist, counselor, therapist or
                      other health practitioner?                   __ No  __ Yes
              ------------------------------------------------------------------
              12. Are you now under medication or treatment?       __ No  __ Yes
              ------------------------------------------------------------------
              13. Are you currently pregnant?                      __ No  __ Yes
- --------------------------------------------------------------------------------
For Life      Skip to Conditional Receipt and Authorization
Insurance
- --------------------------------------------------------------------------------
                   For each item checked (except "none" or "No"),  list question
                   number and give details,  including (1) diagnosis,  (2) dates
                   of  first  and last  treatment;  (3)  types  and  results  of
                   treatment, and (4) doctor's full names and addresses:
<PAGE>
LOGO    711 High Street              Principal Mutual
        Des Moines, Iowa 50392-0001  LIfe Insurance Company  Conditional Receipt

(In this Receipt, "we", "us", or "our" is the Company.)
- --------------------------------------------------------------------------------
Name of proposed insured

- --------------------------------------------------------------------------------
Advance payment of:  (Life)         (Overhead Expense)      (Disability Income)
$                                    $                       $
- --------------------------------------------------------------------------------
has been received this date as a premium  deposit with the  application  bearing
the same number and dates as this Receipt.
- --------------------------------------------------------------------------------
Agent or Broker                                            Date of Receipt
- --------------------------------------------------------------------------------
This receipt is not a "binder." No agent,  broker or medical examiner may accept
risks, determine insurability or bind the company in any way. No agent or broker
may waive or change any terms of this  Receipt,  or of the  policy(ies)  applied
for, or any other rights of the Company.

The agent or broker  has NO  AUTHORITY  to accept  any  premium or to issue this
receipt:  (1) if it is apparent that any Condition  Precedent to coverage  under
this Receipt is not or cannot be satisfied; or (2) in the case of an application
for Disability Buy-Out coverage.  This conditional  Receipt shall be ineffective
if issued without authority.

INSURANCE PROVIDED:

If all of the  Conditions  Precedent  set forth in this  Receipt  are  fulfilled
exactly,  insurance  under this Receipt will take effect on the start date.  The
start date is the date upon which all of our  initial  application  requirements
have been  completed.  Our  initial  application  requirements  consist  of full
completion and signing of the application and all necessary supplements, and any
medical exams and tests required by our published rules.

The  insurance  provided  by  this  Receipt  shall  be that  applied  for on the
application,  subject to all of the Limitations  set forth in this Receipt.  Any
insurance  provided  by this  Receipt  will end on the stop  date,  which is the
earliest of:

a.  75 days after the start date;
b.  the date we mail the proposed owner a premium refund and a notice that we
    will not consider the application on a prepaid basis;
c.  the date we mail the proposed owner a premium refund and a notice that no
    policy will be issued on the application;
d.  the date a policy is presented to the proposed owner (whether or not
    accepted by the proposed owner).

This Receipt  does not commit us to issue any policy.  However,  in  determining
whether we'd issue the policy applied for, we would  determine the  insurability
as of the Start  Date.  We have until the actual  delivery of the policy to make
this determination. If an event giving rise to a claim occurs at any time before
physical  delivery and  acceptance  of a policy by the owner,  the claim will be
considered  solely  under  this  Receipt  even if a  policy  is  issued.  If any
provision of this Receipt is unenforceable  under state law, all other terms and
conditions shall continue in full force and effect.

CONDITIONS  PRECEDENT  -- All of the  following  conditions  must  be  fulfilled
exactly.  Otherwise, there is NO insurance under this Receipt and the receipt is
void.

1.  On the start date, the proposed insured must be insurable,  as determined by
    our underwriters under our underwriting rules and practices.  If a condition
    affecting such  insurability  existed in fact on the start date, it shall be
    considered in the determination of insurability.

2.  The premium deposit(s) must be at least a full month's premium for each
    policy applied for.

3.  The premium  deposit(s)  must be paid at the time the application is signed,
    and this Receipt must be issued at the same time.

4.  The premium deposit(s) must be received in our home office and must be
    honored on first presentation for payment.

LIMITATIONS
1.  Except as limited by this Receipt, our liability is governed by the terms of
    the policy(ies) applied for.

2.  No death benefit is payable under this Receipt if the proposed  insured dies
    by suicide while sane or insane.  In such case, our sole liability  shall be
    to pay the premium we received to the named beneficiary(ies).

3.  No benefit is payable under this Receipt if there is any incorrect,  untrue,
    incomplete  or  omitted  statement  of  material  fact  in any  part  of the
    application,  incuding any medical  questionnaire that becomes a part of the
    application.  No  knowledge  of any fact on the part of any  agent,  broker,
    medical  examiner  or other  person  shall be  considered  knowledge  of the
    Company unless such fact is stated in the application.

4.  Life Insurance -- The total death benefit  (including  any accidental  death
    benefit  applied for) payable under this Receipt and all other Receipts that
    may be in effect with us is limited as follows:
          a.  If the  proposed  insured  is  insurable  on a  standard  or  more
              favorable basis -- $1,000,000 or the amount applied for, whichever
              is less.
          b.  If the proposed  insured is  insurable  on a basis less  favorable
              than standard -- $100,000 or the amount applied for,  whichever is
              less.

5.  Disability Income or Overhead Expense Insurance -- Any Disability Income or
    Overhead Expense insurance payable under this Receipt will be subject to the
    elimination period elected on the application.  For each type of coverage
    applied for, the total monthly benefit (including Social Security Substitute
    or Social Insurance Substitute) payable under this Receipt and all other
    Receipts that may be in effect with us is limited to the lesser of:  1)
    $5,000 per month, 2) the benefits applied for, or 3) benefits you qualify
    for based on our underwriting rules and practices.

PREMIUMS  -- If a policy is issued  from this  application  and  accepted by the
proposed  owner,  we will apply the premium deposit to the first premium due for
such  policy.  If no policy is put into  force but a benefit  is paid under this
Receipt,  we will keep the earned portion of the premium  deposit and refund the
balance,  if any.  If no policy is put into  force and no  benefit is paid under
this Receipt,  the premium  deposit will be refunded.  If this Receipt is issued
for more than one type of coverage, the provisions of this paragraph shall apply
separately with respect to each type.

<PAGE>
- --------------------------------------------------------------------------------
711 High Street                 Principal Mutual          Insurance Application
Des Moines, Iowa 50392-0001   Life Insurance Company        and Authorization
- --------------------------------------------------------------------------------
As part of our routine underwriting procedure, you may receive a phone call from
the Home Office in Des Moines.  The purpose of this call is to obtain personal
and financial information needed to evaluate your insurability.  Your answers
will be kept strictly confidential.  Do you prefer to be interviewed rather
than another family member? __ Yes __ No  May we call you at work? __ Yes __ No
May we talk to your spouse? __ Yes __ No
- --------------------------------------------------------------------------------
Home Phone (include area code)  Business Phone (include area code)
(    )                          (    )
Spouse's Business Phone (    )l
- --------------------------------------------------------------------------------
Special Instructions
- --------------------------------------------------------------------------------
Statement In  Application:  I represent that all statements in this  application
are true and complete and were correctly recorded before I signed my name below.
I  understand  and  agree  that the  statements  in the  application,  including
statements by the proposed insured in any medical  questionnaire  that becomes a
part of this  application,  shall be the basis of any insurance  issued.  I also
understand  that  misrepresentations  could mean denial  during the  contestable
period of an otherwise valid claim.

When Insurance Effective:  Except as may be provided by the Conditional Receipt,
I understand  and agree that the Company shall incur no liability:  (1) unless a
policy issued on this application has been physically  delivered to and accepted
by the owner and the first  premium  paid;  and (2) unless,  at the time of such
delivery  and  payment,  the person to be insured  is  actually  in the state of
health and  insurability  represented  in this  application  and in any  medical
questionnaire  or amendment  that becomes a part of this  application.  If these
conditions are met, the policy will then be deemed  effective on the Policy Date
stated in the policy.

Limitation of Authority: I understand and agree that no agent, broker or medical
examiner  has any  authority to determine  insurability,  or to make,  change or
discharge any contract,  or to waive any of the Company's rights.  The Company's
right to truthful and complete  answers to all questions on this application and
in any medical  questionnaire that becomes a part of this application may not be
waived.  No  knowledge  of any fact on the part of any  agent,  broker,  medical
examiner or other person  shall be  considered  knowledge of the Company  unless
such fact is stated in the application.

__  This  application  is COD or __ I have  paid  $_____  for  Life;  _____  for
Disability  Insurance.  If money was paid,  I have  been  given the  Conditional
Receipt. In return I have read, understand, and agree to its terms.

Authorization:  I authorize any doctor, hospital,  clinic, health care provider,
insurance (or  reinsuring)  company,  consumer  reporting  agency,  my insurance
agent/broker,  employer,  family member, friend, neighbor,  lawyer,  accountant,
roommate or business associate having personal information  (including physical,
mental,  drug or alcohol use history)  regarding me or any named  dependent,  to
provide the Company, its representatives or reinsurers, any such data.

I authorize the Company to conduct a Personal Telephone  Interview in connection
with my  application  for  insurance.  I authorize  the MIB, Inc. to furnish the
above data to the Company or its reinsurers.  I authorize the Company to release
any such data to its  reinsurers,  to MIB,  Inc.,  or as  required  by law or as
provided  in the Notice of  Information  Practices.  Data  released  may include
results  of my  medical  examinations  or  tests  requested  by the  Company.  I
understand that the data obtained by use of this  Authorization  will be used by
the Company to determine  eligibility  for insurance.  I have received a copy of
the "Notice of Insurance Information Practices",  which includes notice required
by any Fair Credit  Reporting Act. It also describes MIB, Inc. I agree that this
authorization  shall be valid for two years from the earlier of: (1) the date of
this application,  or (2) the date of my policy. I may revoke this authorization
for information not then obtained.  Such revocation must be in writing.  It will
not be  effective  until  received  at the  Company's  Home  Office.  I  agree a
photocopy  of this  authorization  shall  be as valid  as the  original.  I have
received a copy of this authorization.  Taxpayer I.D. Certification: As owner of
this contract, I certify under penalties of perjury:

1. The  taxpayer  identification  number  shown on this application  is correct.
2. I am not subject to IRS backup  withholding.
   Note: Check this box __ if you are currently subject to backup withholding.
Proposed Insured Signatures
- --------------------------------------------------------------------------------
Proposed Insured (if over age 9)    Spouse (if Spouse Term is being applied for)

- --------------------------------------------------------------------------------
Parent (if Proposed Insured is under age 15         Payor (if Payor Benefits
 and Parent has not signed as Owner)                  are being applied for)


- --------------------------------------------------------------------------------
Owner's Signature (If other than Proposed Insured)
Owner of Insurance  Title, if corporation (an officer other than the Proposed
                                           Insured must sign)
- --------------------------------------------------------------------------------
Signed at     City       State     Date      Witness (Agent/Broker)
                          Agent/Broker's License Number
- --------------------------------------------------------------------------------
Cosignature by resident licensed                                      Date
Agent/Broker's, if applicable in your state       Agent/Broker's License Number

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





LOGO  711 High Street            Principal Mutual       Variable Life Insurance
      Des Moines, IA 50392-0001  Life Insurance Company Supplemental Application

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

1.   Print full name of Proposed Insured      Policy Number     Birthdate

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

Complete:  Page 1 for New  Business.  Pages 1 & 2 for  Adjustments  to  Existing
Business and Term Conversions.

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

2.   The following questions apply to the proposed insured or applicant if other
     than the proposed insured.

                                                                    Yes     No

     a) Have you received the current prospectus for this policy?   ---    ---
     b) Do you understand a statement of values is available
        upon request?                                               ---    ---
     c) Do you understand monies paid will be held in the Money
        Market Division for 45 days after receipt by the Home
        Office of your initial premium payment and this
        application?                                                ---    ---
     d) Are you satisfied this policy will meet your insurance
        needs and financial objectives?                             ---    ---
     e) Do you understand there is no guarantee of accumulated
        value in this policy?                                       ---    ---
     f) Do you understand the death benefit and policy duration
        may vary depending upon the separate accounts'
        investment experience?                                      ---    ---
- --------------------------------------------------------------------------------

3.   Allocation Percentages:

     (Enter 0 or minimum of 10% per Division. Indicate whole numbers only.)

     Premiums  (Premiums  include  the  initial  payment  required  as the first
     premium and all planned periodic  premiums.  The net premium is the premium
     paid less premium  expense  charge.  Net  premiums  received by the company
     during the first 45 days will be allocated to the Money Market Division. On
     the 46th day, the Accumulated Value and net premiums will be reallocated to
     the separate account divisions according to the allocation  percentages you
     choose.)

     Balanced Division              -----%   Emerging Growth Division   -----%

     Bond Division                  -----%   High Yield Division        -----%

     Capital Accumulation Division  -----%   Money Market Division      -----%

                                   Total 100%

4.   NOTE:  IF  THIS  SECTION  IS NOT  COMPLETED,  MONTHLY  DEDUCTIONS  WILL  BE
     ALLOCATED IN THE SAME MANNER AS PREMIUMS.

Monthly  Deductions  (Monthly  Deductions  include the cost of insurance and the
cost of  additional  benefits  provided  by any rider plus the  current  monthly
administration  charge.  This  amount is  withdrawn  from the  separate  account
divisions according to the allocation percentages you choose.)

               -- Allocated in the same manner as premiums.
     Check
      One         -- Prorated based on balances of the policyowner's  investment
                  accounts.

               -- As below

     Balanced Division              -----%   Emerging Growth Division   -----%

     Bond Division                  -----%   High Yield Division        -----%

     Capital Accumulation Division  -----%   Money Market Division      -----%

                                   Total 100%
- --------------------------------------------------------------------------------

The policy date is the date on which both the  application and a premium payment
in an amount at least  equal to the  required  minimum  initial  premium for the
policy were received in the home office of the company.

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


- ---------------------------------------     ------------------------------------
Signature of Applicant or Owner (if             Signature of Proposed Insured
  other than Proposed Insured). If
   Corporation, Officer (indicate
    title) other than Prosposed
        Insured must sign.

Signed at -----------------------------     Witness-----------------------------
          city       State       Date

Page 1

<PAGE>

LOGO  711 High Street            Principal Mutual       Variable Life Insurance
      Des Moines, IA 50392-0001  Life Insurance Company Supplemental Application
                                                        (Adjustments/Term
                                                        Conversions)

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

1.   Policy Number--------------------------------------------------------------

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

2.   Employer-------------------------------------------------------------------

     Address--------------------------------------------------------------------

     Occupation-----------------------------------------------------------------

     Duties---------------------------------------------------------------------

     Annual earned income     $------------------

     Annual unearned income   $------------------






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


- ---------------------------------------     ------------------------------------
Signature of Applicant or Owner (if             Signature of Proposed Insured
  other than Proposed Insured). If
   Corporation, Officer (indicate
    title) other than Prosposed
        Insured must sign.

Signed at -----------------------------     Witness-----------------------------
          city       State       Date

Page 2

November 19, 1987



Board of Directors
Principal Mutual Life Insurance Company
711 High Street
Des Moines, Iowa  50309

RE:  Variable Life Separate Account

Gentlemen:

The  establishment  of the  Variable  Life  Separate  Account  by the  Board  of
Directors of Principal  Mutual Life Insurance  Company as a separate account for
assets  applicable to variable  life  insurance  policies,  pursuant to the then
existing  provisions  of the Code of Iowa  applicable  to the  establishment  of
separate accounts by Iowa domicled life insurance  companies,  was supervised by
the office of General Counsel of the Company.  I have supervised the preparation
of the  Registration  Statement on Form S-6 to be filed by Principal Mutual Life
Insurance  Company  with  the  Securities  and  Exchange  Commission  under  the
Securities  Act of 1933 with  respect  to the  Flexible  Premium  Variable  Life
Insurance Policies.

It is my opinion that:

1.   The Variable  Life  Separate  Account is a separate  account of the Company
     duly  created  and  validly  existing  pursuant  to  Iowa  law,   currently
     consisting of six distinct Divisions.

2.   The Flexible  Premium  Variable  Life  Insurance  Policies,  when issued in
     accordance  with  the   Prospectuses   contained  or  referred  to  in  the
     Registration  Statement and upon compliance with applicable local law, will
     be legal and binding  obligations of the Company  enforceable in accordance
     with their terms.

3.   All income and expenses and all gains and losses,  whether or not realized,
     experienced  with respect to assets for these policies  participating  in a
     Division of the Variable  Life  Separate  Account,  shall be credited to or
     charged  against those  assets,  unaffected by income and expenses or gains
     and  losses  experienced  with  respect  to assets  for any other  policies
     participating  in the  same or any  other  Division  of the  Variable  Life
     Separate  Account,   or  constituting  any  other  Separate   Account,   or
     constituting the general account of the Company.

4.   The assets for the  policies  participating  in a Division of the  Variable
     Life Separate Account,  equal to the reserves and other liabilities arising
     under the policies,  shall not be charged with any liabilities arising from
     any other policies issued by the Company  participating  in the same or any
     other Division of the Variable Life Separate Account.

In arriving at the foregoing  opinion,  I have made such  examination of law and
examined  such records and other  documents  as in my judgment are  necessary or
appropriate.

I consent  to the  filing of this  opinion  as an  exhibit  to the  Registration
Statement  and to the use of my name under the  caption  "Legal  Opinion" in the
prospectus contained in the Registration Statement.

Very truly yours,



T. M. HUTCHISON

T. M. Hutchison
Senior Vice President, General Counsel
and Secretary


mcf

JNH/L/BD/1116


                         Consent of Independent Auditors







We consent to the reference to our firm under the caption "Independent Auditors"
and to the use of our reports dated February 7,  1996 (with respect to Principal
Mutual Life Insurance  Company  Variable Life Separate  Account) and January 31,
1996  (with  respect  to  Principal  Mutual  Life  Insurance  Company),  in  the
Registration  Statement  (Post  Effective  Amendment  No. 13  to  Form  S-6  No.
33-13481) and related  Prospectus  of Principal  Mutual Life  Insurance  Company
Variable Life Separate  Account Flex Variable Life - Flexible  Premium  Variable
Life Insurance Policies.


                                  ERNST & YOUNG LLP


Des Moines, Iowa
April 11, 1996


       DESCRIPTION OF PRINCIPAL MUTUAL LIFE INSURANCE COMPANY'S ISSUANCE,
        TRANSFER AND REDEMPTION PROCEDURES FOR POLICIES PURSUANT TO RULE
          6e-3(T)(b)(12)(iii) UNDER THE INVESTMENT COMPANY ACT OF 1940


This   document   sets   forth   the   information   called   for   under   Rule
6e-3(T)(b)(12)(iii)  under the Investment  Company Act of 1940 ("1940 Act"). The
rule provides  exemptions from sections 22(c),  22(d), 22(e) and 27(c)(1) of the
1940 Act,  and Rule  22c-1  thereunder,  for  issuance  (including  face  amount
increase),  transfer and  redemption  procedures  under Flex Variable  Life, the
flexible  premium  variable  life  insurance  policy  ("Policy")  to the  extent
necessary to comply with other  provisions of Rule 6e-3(T),  state insurance law
or  established  administrative  procedures of Principal  Mutual Life  Insurance
Company  (the  "Company").  To qualify for the  exemptions,  procedures  must be
reasonable,  fair  and  not  discriminatory  to the  interests  of the  affected
contractholders  and for all other  holders  of  contracts  of the same class or
series funded by the Separate Account, and must be disclosed in the registration
statement filed by the Separate Account.

Principal  Mutual  Life  Insurance  Company  believes  its  procedures  meet the
requirements of Rule 6e-3(T)(b)(12)(iii), as described below.

1.       Purchases and Related Transactions

         Set out  below  is a  summary  of the  major  contract  provisions  and
         administrative procedures relating to "purchase" transactions.  Because
         of the insurance nature of the contract, the procedures involved differ
         in certain significant respects from the purchase procedures for mutual
         funds and contractual plans.

         (a)      Application and Contract Issue

         To purchase a Policy, a completed  application must be submitted to the
         Company through the registered  representative  selling the Policy. The
         Company  will not issue  policies  to insure  persons  over the age 75.
         Applicants  must furnish  satisfactory  evidence of  insurability,  and
         acceptance   is  subject  to  the  Company's   insurance   underwriting
         guidelines and suitability  rules and procedures.  The Company reserves
         the right to reject any  application or related  premium if in the view
         of the Company,  the Company's  insurance  underwriting  guidelines and
         suitability  rules and procedures  are not satisfied.  The minimum face
         amount for a Policy at issue is $25,000. The Company reserves the right
         to revise  its rules  from time to time to  specify  either a higher or
         lower minimum face amount.

         The "policy" date is the date assigned to a Policy to indicate the date
         coverage under the Policy commences. The Company does not date Policies
         on the 29th, 30th or 31st day of any month of the year.  Policies which
         would  otherwise  be dated on these days except for this rule,  will be
         dated  on the  28th of the  month.  The  policy  date is  shown  on the
         Policy's  Data  Page.  If a payment  in at least the  required  minimum
         initial  premium  amount is submitted  with the completed  application,
         then a  conditional  receipt is delivered to the applicant by the agent
         selling the Policy,  reflecting  receipt of the initial payment and any
         interim coverage.

         Subject to variations by state based on differing  state  requirements,
         the terms of the  conditional  receipt are described in this paragraph.
         If all of the conditions precedent set forth in the conditional receipt
         are fulfilled exactly,  interim coverage under the conditional  receipt
         will  take  effect  on the date  upon  which  all  initial  application
         requirements have been completed.  The initial application requirements
         consist  of full  completion  and  signing of the  application  and all
         necessary supplements,  and any medical exams and tests required by the
         Company's  published  rules. The amount of the interim coverage is: the
         lesser of $1,000,000 or the amount applied for, if the proposed insured
         is insurable on a standard or more favorable  basis;  or, the lesser of
         $100,000  or the  amount  applied  for,  if  the  proposed  insured  is
         insurable  only  on a  basis  less  favorable  than  standard.  Interim
         coverage  provided under the  conditional  receipt ends on the earliest
         of: (1) 75 days after the date coverage commenced under the conditional
         receipt,  (2) the date the Company  mails the proposed  owner a premium
         refund and a notice that the Company will not consider the  application
         on a prepaid basis, (3) the date the Company mails the proposed owner a
         premium  refund  and a notice  that no  policy  will be  issued  on the
         application,  or (4) the date a Policy  is  presented  to the  proposed
         owner (whether or not accepted by the proposed owner).

         Pending  receipt of approval from the states of California and New York
         of the conditional  receipt  described  above, a different  conditional
         receipt will continue to be used in those states. Under the conditional
         receipt in use in California and New York,  interim  coverage starts on
         the  later  of:  (1) the  date of  completion  of the  application  and
         supplements  thereto or (2) the date any required medical exam or other
         medical  tests are  completed.  However,  if all the  conditions of the
         receipt are met except any required  medial exam or test,  insurance is
         provided under the conditional receipt not to exceed the maximum amount
         available based on the Company's underwriting rules without the medical
         exam or test.  The  amount of the  interim  coverage  is the  lesser of
         $1,000,000  or  the  amount  applied  for if the  proposed  insured  is
         insurable at the Company's  standard rate or at the rate applied for or
         at a better rate,  or the lesser of $100,000 or the amount  applied for
         if the proposed insured is insurable only at a higher premium rate than
         the Company's  standard  premium rate and the premium rate applied for.
         Interim  coverage  provided under the  conditional  receipt ends on the
         earlier of: (1) five days after a nonacceptance notice is mailed by the
         Company to the  applicant,  (2) the day before the policy date when the
         Policy is issued as applied  for,  (3) the date a Policy  issued  other
         than as applied for is presented to the  applicant for  acceptance,  or
         (4) 75 days after the date  coverage  commenced  under the  conditional
         receipt.

         If the  Company  rejects an  application  or a  policyowner  chooses to
         cancel the Policy during the free look period,  the Company will refund
         all amounts paid under the Policy.  The  postmark  date on the envelope
         containing the flexible  contract shall determine  whether contract has
         been submitted within the designated period. The refund will ordinarily
         be made within seven days.  Consequently,  during  underwriting and the
         free look period, the Company bears the investment risk with respect to
         any amounts paid under the Policy. However, if the policyowner does not
         exercise the free look privilege,  the Policy's  accumulated value will
         reflect investment performance during the free look period.

         (b)      Payment of Premiums

         Premiums  must be paid to the Company at its home  office.  There is no
         fixed schedule of premium  payments on a Policy either as to the amount
         or timing of the  payments,  although  a minimum  premium  is  required
         during the first twelve policy months (the "Minimum Required Premium").
         Thereafter,  the Policy will remain in force as long as the accumulated
         value,  less any loans and unpaid loan  interest,  is sufficient to pay
         the monthly charges imposed in connection with the Policy.

A policyowner  may  determine,  within the specified  limits set forth below,  a
planned periodic premium schedule to fit the  policyowner's  insurance needs and
financial  abilities.   The  Company  will  send  premium  reminder  notices  in
accordance with planned periodic premium schedules. Premium payments may also be
made by unscheduled  premium payment made to the Company at its home office,  or
by payroll deduction where allowed by law and approved by the Company.

                  (i)      Initial Premiums

                  To apply for a Policy, a completed application,  including any
                  required supplements, must be submitted to the Company through
                  the agent or broker selling the Policy. If interim coverage is
                  desired,  a payment in at least the required  minimum  initial
                  premium  amount  must be  submitted  along with the  completed
                  application and any required supplements. The required minimum
                  initial  premium  amount  for any Policy  (including  a Policy
                  issued on an  application  submitted  without an  accompanying
                  payment) is three times the minimum  monthly  premium shown on
                  the Policy's data pages.  The minimum  monthly  premium is the
                  amount  that,  if paid,  will keep the Policy in force for one
                  month,  taking  into  account  the  Policy's  current  monthly
                  deduction and surrender  charge.  However,  in no event will a
                  minimum  monthly  premium  be less than $30,  except  that for
                  Policies  issued to  insure  persons  ages 0 to 14 years,  the
                  minimum monthly premium may be no less than $15.

                  (ii)     Maximum Premiums

                  In no event  can the total of all  premiums  paid  exceed  the
                  current maximum premium  limitations  required by the Internal
                  Revenue  Code  in  order  to  qualify  the  Policy  as a  life
                  insurance  contract.  The premium  limitations  are imposed to
                  assure  favorable  federal  income tax treatment of the Policy
                  and its death benefit.  If at any time a premium is paid which
                  would result in total premiums  exceeding the current  maximum
                  premium limitation,  the Company will only accept that portion
                  of the  premium  which  will  make  total  premiums  equal the
                  maximum. Any part of the premium in excess of the maximum will
                  be returned  and no further  premiums  will be accepted  until
                  allowed by the current maximum premium limitations required by
                  the Internal Revenue Code.

                  (iii)    Minimum Premium

                  The current  minimum annual planned  periodic  premium is $360
                  for issue ages 15-75 and $180 for issue ages 0-14. The Company
                  reserves the right to change minimum  annual planned  periodic
                  premium  amounts.  No  premium  payment  may be less than $30.
                  Premium payments less than the minimum amount will be returned
                  to the policyowner.

                  (iv)     Evidence of Insurability

                  If any premium payment would increase a Policy's death benefit
                  by more than it  increases  the  Policy's  accumulated  value,
                  evidence  of   insurability   under  the   Company's   current
                  underwriting guidelines then in effect may be required.

         (c)      Allocation of Premiums

         The initial  premium  payment,  less the  premium  expense  charge,  is
         allocated to the Money Market  Division of the  Separate  Account.  Any
         additional  premium  payments  made  during  the first 45 days from the
         policy date,  less premium  expense  charges,  will be allocated to the
         Money  Market  Division.  On  the  46th  day  after  the  policy  date,
         accumulated  value held in the Money Market  Division is  automatically
         transferred to the Divisions of the Separate Account in accordance with
         the policyowner's direction for allocation of premium payments.

         For each Division,  the allocation  percentages must be zero or a whole
         number not less than ten nor  greater  than 100.  The  policyowner  may
         change the allocation of future premium payments among the Divisions of
         the Separate  Account by written request to the Company without payment
         of any fee or penalty. New allocation percentages, once approved by the
         Company,  will be effective as of the date written request was received
         at the home office of the Company.

         (d)      Monthly Deduction

         There is a monthly deduction from the Policy's accumulated value in the
         Divisions of the Separate  Account  equal to the cost of insurance  and
         the cost of  additional  benefits  provided  by riders  attached to the
         Policy and a monthly  administration charge, which is guaranteed not to
         exceed $5.00 per month.

         The cost of insurance  charge is calculated on each monthly date. It is
         based on the sex (where  allowed by law),  issue age,  attained age and
         risk  classification of the insured.  Current monthly cost of insurance
         rates will be determined by the Company based on its expectations as to
         future mortality experience. Cost of insurance rates are guaranteed not
         to exceed the maximum  charge  based on the 1980  Smoker and  Nonsmoker
         Commissioners  Standard Ordinary  Mortality Tables,  age last birthday.
         Unisex  rates  will  also  be  available  for  use in  connection  with
         employment-related insurance and benefit plans.

         (e)      Change in Face Amount

         A policyowner may make a written request to increase the face amount of
         a Policy at any time, so long as the Policy is not in a grace period or
         premiums are not being waived under a rider.  A policyowner  may make a
         written request to decrease the face amount at any time on or after the
         first Policy anniversary so long as the Policy is not in a grace period
         or premiums are not being waived under a rider. Any written request for
         adjustment  of face  amount  must be  approved  by the  Company  and is
         subject to these additional conditions.

                  (i) Any request for an increase in face amount must be applied
                  for by a supplemental application,  signed by the insured, and
                  shall be subject to evidence of  insurability  satisfactory to
                  the Company under its insurance  underwriting  guidelines  and
                  suitability  rules and procedures then in effect.  The minimum
                  increase in face amount is $5,000. The age of the insured must
                  be 75 or less at the time of the request.

                  (ii) A request  for a decrease  in face amount must be applied
                  for by a supplemental application,  signed by the insured, and
                  may not reduce the face amount of the Policy below $25,000.

                  (iii)  Any   increase  in  face  amount  will  be  in  a  risk
                  classification the Company determines.

                  (iv)  Any  adjustment  approved  by the  Company  will  become
                  effective  on the  monthly  date that  coincides  with or next
                  follows the Company's approval of the request.

         Any  increase  in face  amount  will carry its own free look period and
         exchange  right,  which apply only to the increase in face amount,  not
         the entire Policy.  If a face amount  increase is canceled  pursuant to
         the above  right or if the Company  does not  approve a requested  face
         amount increase, the Company will refund to the policyowner the portion
         of any premiums paid with the  adjustment  application  and during this
         free look for face amount increase period which are attributable to the
         increase, unless directed otherwise by the policyowner.  The portion of
         the  premiums  paid   attributable  to  the  face  amount  increase  is
         determined  by use of the ratio of  guideline  annual  premiums for the
         increase to guideline annual premiums for the Policy.  The Company will
         also reverse the amount of any monthly  deduction  attributable  to the
         face amount increase and return it to the Policy's  accumulated  value,
         unless the  policyowner  and the  Company  agree on  another  method of
         refund. The refunded amount will ordinarily be disbursed by the Company
         to the policyowner within seven days after the request for cancellation
         is received in the Company's home office.

         The exchange  right may be exercised  during the first 24 policy months
         following  issuance of Policy data pages  reflecting an increased  face
         amount,  but not while the Policy is in a grace period.  On the date of
         exchange,  a portion of the Policy's  accumulated value attributable to
         the increase  will be  transferred  to the fixed  benefit  policy.  The
         portion of the Policy Value attributable to the increase in face amount
         is determined by use of the ratio of guideline  annual premiums for the
         increase to guideline annual premiums for the Policy  determined at the
         adjustment  date for the face amount  increase.  Premium  payments made
         under the Policy after exercise of this exchange right will be credited
         only to the Policy.

         A new policy will be issued upon  exercise of the exchange  right which
         will require payment of its own premiums.  A portion of any policy loan
         and loan interest may be required to be repaid prior to the exchange or
         transferred to the new Policy.

         (f)      Reinstatement

         If the Policy lapses,  the policyowner may reinstate the Policy subject
         to certain conditions.

         An  application  for  reinstatement  may be made any time within  three
         years of lapse.  (For policies  issued in Alabama,  the  policyowner is
         allowed by law to make application for reinstatement at any time within
         five  years  of  the  Policy's  termination).   Satisfactory  proof  of
         insurability based upon the Company's current  underwriting  guidelines
         and  payment of an amount  that,  after  deduction  of premium  expense
         charges,  is sufficient to allow at least three monthly  deductions are
         required.  Payment of monthly deductions for the period of lapse is not
         required.  If a loan was outstanding at the time of lapse,  the Company
         will require repayment or reinstatement of the loan and any unpaid loan
         interest before permitting  reinstatement of the Policy.  Loan interest
         will not be  charged  for the  period of lapse.  Reinstatement  will be
         effective on the next monthly date following the Company's  approval of
         the reinstatement application.

         The policy date of the Policy will remain the original  policy date and
         will not be changed at  reinstatement,  although  surrender charges for
         total surrender following reinstatement will resume at the rate charged
         at the time of the Policy's termination, as adjusted for the payment of
         past due premiums, if any.

         (g)      Repayment of Loan and Loan Interest

         A policy  loan may be repaid in whole or in part at any time  while the
         Policy is in force.  The minimum  loan  repayment  amount is $30 or the
         outstanding  loan  amount,  if less.  Loan  repayments  will be applied
         effective  the date  payment is  received  in the Home  Office.  If the
         policyowner  does not  designate  a payment as a premium  payment,  the
         Company will apply payments  received as loan  repayments.  When a loan
         repayment is made,  accumulated  value  securing the policy loan in the
         loan account equal to the loan  repayment  will be allocated  among the
         Divisions  of  the  Separate   Account  in  the  proportion   currently
         designated by a policyowner for allocation of premium payments.  Unless
         the  Company is  instructed  otherwise,  the  balance of a payment  not
         needed  to  repay  a loan,  will be  applied  to the  Divisions  of the
         Separate Account according to the premium allocation then in effect.

         (h)      Misstatements of Age or Sex

         If the age or sex of the insured has been misstated in an  application,
         the  death  benefit  under  the  Policy  will be that  which  would  be
         purchased  by the most recent  mortality  charge at the correct age and
         sex.

2.       Redemptions and Related Transactions

         Set out  below  is a  summary  of the  major  contract  provisions  and
         administrative   procedures  relating  to  "redemption   transactions".
         Because  of the  insurance  nature  of  the  contract,  the  procedures
         involved  differ in certain  significant  respects from  procedures for
         mutual funds and contractual plans.

         (a)      Full Surrender and Partial Surrenders

         So  long as the  Policy  is in  effect,  a  policyowner  may  elect  to
         surrender the Policy and receive its net surrender value  determined as
         of the date the Company receives the policyowner's written request.

         A  policyowner  may,  after the first  policy  year,  request a partial
         surrender of the accumulated value of the Policy,  but no more than two
         times per policy year with a maximum  allowable amount for each partial
         surrender of 50% of the net  surrender  value.  There is a  transaction
         charge of the lesser of $25 or two  percent  of the amount  surrendered
         for each  partial  withdrawal.  A partial  surrender  will be processed
         effective the date written request is received in the Home Office.

         The  Policy's  accumulated  value  reduces by the amount of the partial
         surrender plus the amount of the  transaction  charge.  If the option 1
         death benefit is in effect at the time of a partial surrender, then the
         Policy's  face  amount  also  reduces  by the  amount  of  the  partial
         surrender and the transaction  charge.  The minimum amount of a partial
         surrender is $500.  Proceeds will  ordinarily be paid within seven days
         of receipt of a request for surrender.

         The net surrender value is the amount of the Policy's accumulated value
         less the amount of any  surrender  charge  that is deducted or would be
         deducted  if  the  requested   transaction   were  a  surrender,   less
         outstanding policy loans and loan interest.

         A policyowner  may designate the amount of the partial  surrender to be
         withdrawn  from each of the  Divisions.  If no designation is made, the
         amount of the partial surrender will be withdrawn from the Divisions in
         the  same  proportion  as  the  most  recent  monthly  deduction.   The
         transaction  charge is deducted on a prorated  basis from the Divisions
         from which  accumulated  value is  surrendered  unless the  policyowner
         directs  the  Company to deduct the  transaction  charge  from only one
         Division.

         During  the first ten years of a Policy,  a  surrender  charge  will be
         assessed in connection with total surrender of a Policy.  The surrender
         charge is a rate per  $1,000 of face  amount and  depends  upon the sex
         (where  allowed by law) and  attained  age of the insured on the policy
         date and how long the Policy has been in force.

         In addition, each underwritten face increase carries its own set of ten
         year  surrender  charges,  causing  any total  surrender  made after an
         adjustment  date  to  be  subject  to  a  composite  surrender  charge.
         Surrender  charges following a Policy's  reinstatement  commence at the
         rate in effect at the time of the Policy's  termination.  A policyowner
         will never be  assessed  the  surrender  charge if total  surrender  or
         termination  of the Policy  does not occur  within the first ten policy
         years or ten years following an adjustment date.

         (b)      Benefit Claims

         As long as the Policy remains in force, the Company will, upon proof of
         the insured's death,  and pursuant to the terms of the Policy,  pay the
         death  proceeds  to  the  named  beneficiary  in  accordance  with  the
         designated  death  benefit  option.  The  amount of the  death  benefit
         payable  will be  determined  as of the date of  death,  or on the next
         following  valuation date if the date of death is not a valuation date.
         Benefit claims will  ordinarily be paid within seven days from the date
         all necessary claim requirements are received.

         Unless a settlement option is elected, the proceeds will be paid in one
         lump sum with interest from the date of the insured's death to the date
         of  payment  at a rate  determined  by the  Company,  but not less than
         required  by  state  law.   The  Company   offers   beneficiaries   and
         policyowners a wide variety of settlement options.

         The Policy provides two death benefit  options:  Option 1 and Option 2.
         The policyowner designates the death benefit option in the application.
         Under Option 1 the death benefit is the greater of the Policy's current
         face amount or the policy's  value on the date of death  multiplied  by
         the  applicable  percentage  as  determined  by the then  effective tax
         corridor  percentage  table as shown in the policy.  The Option 2 death
         benefit is the Policy's current face amount plus its accumulated  value
         on the date of death, but not less than the Policy's  accumulated value
         on that date multiplied by the applicable percentage described above.

         The amount of the benefit payable at maturity is the accumulated  value
         less any policy  loans and loan  interest on the  maturity  date.  This
         benefit  will  only be paid if the  insured  is  living  on the  policy
         maturity  date.  The  Policy  will  mature  on the  policy  anniversary
         following the insured's 95th birthday.

         (c)      Policy Loans

         As long as the Policy remains in force and the Policy has loan value, a
         policyowner  may borrow  money  from the  Company at any time using the
         Policy as the only  security for the loan.  Up to 90% of the  surrender
         value,  minus  any  unpaid  loan and  loan  interest  may be  borrowed.
         (Policies  issued in Alabama are required by law to provide a different
         calculation of loan value.) The loan value is determined as of the loan
         date. The loan date is the date a loan request is processed at the home
         office of the Company. The minimum loan amount is $500.

         Proceeds of policy loans ordinarily will be disbursed within seven days
         from the  date of  written  request  for a loan at the  Company's  Home
         Office.

         When a policy loan is made, a portion of the Policy's accumulated value
         sufficient  to secure  the loan will be  transferred  to the  Company's
         general account from the Divisions in the proportions  requested by the
         policyowner.  A loan account is then established for the policyowner. A
         Policy's Loan Account is part of the Company's  general account.  If no
         request for allocation of the loaned amount is made by the policyowner,
         the loan will be prorated among the Divisions in the same proportion as
         was the most recent monthly deduction.

         Any loan  interest that is due and unpaid will also be  transferred  in
         the same manner as described above for policy loans.  Accumulated value
         equal to policy loans in the general account will accrue interest daily
         at an  effective  annual rate of six  percent.  Interest  earned on the
         loaned portion of the  accumulated  value is allocated  annually to the
         Division  or  Divisions  of the  Separate  Account  in  the  proportion
         currently  designated  by a policyowner  for the  allocation of premium
         payments.

         The Company will charge  interest on any unpaid  policy loan.  Interest
         accrues daily at an effective  annual  interest rate of eight  percent.
         Interest is due and payable at the end of the policy year. Any interest
         not paid when due is added to the loan  principal and bears interest at
         the rate of eight percent. Adding unpaid interest to the loan principal
         will cause additional amounts to be withdrawn from the Divisions in the
         same manner as described above for loans.

         If on any monthly date the net surrender value is not sufficient to pay
         the monthly  deduction,  the 61-day grace period  provision will apply.
         Unpaid  policy loans and loan interest  reduce the net surrender  value
         and may cause it to be less than the Monthly Policy Charge on a monthly
         date.

         Upon  repayment,  the Policy's  accumulated  value  securing the repaid
         portion  of the loan in the Loan  Account  will be  transferred  to the
         Divisions  of the  Separate  Account,  applying  the  same  percentages
         currently in effect for the allocation of premium payments.  Any unpaid
         policy  loans and loan  interest  are  subtracted  from life  insurance
         proceeds  payable at the insured's death,  from accumulated  value upon
         total surrender,  and from accumulated  value payable at maturity.  The
         claim of the  Company  for  repayment  of policy  loans and unpaid loan
         interest has priority over the claims of any assignee,  any beneficiary
         or any other person.

         (d)      Policy Termination and Grace Period

         Failure to make a planned periodic premium payment will not necessarily
         cause the Policy to terminate.  The Policy will remain in force as long
         as the net surrender  value is at least equal to the monthly  deduction
         on the monthly date and as long as the sum of the premiums  paid during
         the 12  months  following  the  policy  date is more  than the  minimum
         required premium.

         A notice of impending policy termination will be sent if:

         1.       The net surrender value on any monthly date is less than the 
                  monthly deduction; or

         2.       During the 12 months following the policy date, the sum of  
                  the premiums paid is less than the Minimum Required Premium  
                  on a Monthly Date.

         The minimum  required  premium on a monthly  date is equal to (1) times
(2) where:

         1.       Is the minimum monthly premium shown on the data page; and

         2.       Is one plus the number of completed months since the policy 
                  date.

         The grace period  begins when the Company  mails to the  policyowner  a
         notice of impending policy termination. This notice will be sent to the
         policyowner's  last post office  address known to the Company.  It will
         show the minimum payment  required to keep the Policy in force. It will
         also show the 61 day grace  period  during  which such  payment will be
         accepted.

         If the grace period begins because the net surrender value is less than
         the monthly  deduction,  the minimum payment is three times the monthly
         deduction which was due and unpaid.

         If the grace period begins because the sum of the premiums paid is less
         than the minimum required premium,  the minimum payment is the past due
         minimum required premium. The past due minimum required premium is:

         1.       the minimum required premium due on the next following monthly
                  date;

Less

         2.       the sum of the premiums paid since the policy date.

         If the grace  period  ends  before the  Company  receives  the past due
         minimum required  premium,  the Company will pay to the policyowner any
         remaining value in the Policy which would be the excess of (1) over (2)
         where:

         1.       Is the net surrender value on the monthly date at the start of
                  the grace period; and

         2.       Is the two monthly deductions applicable during the grace 
                  period.

         The Policy will  continue in force  through  the grace  period,  but if
         sufficient  payment is not  received  by the  Company,  the Policy will
         terminate as of the monthly date on or immediately  preceding the start
         of the grace period.  If the insured dies during the grace period,  the
         death benefit payable under the Policy will be reduced by the amount of
         the  monthly  deduction  due and  unpaid  as well as the  amount of any
         unpaid policy loans and loan interest.

         (e)      Suicide

         The Policy does not cover the risk of suicide within two years from the
         Policy  date or two years from the date of any  increase in face amount
         with respect to such  increase,  whether the insured is sane or insane.
         In the event of suicide  within two years of the Policy date,  the only
         liability  of the Company  will be a refund of premiums  paid,  without
         interest,  less any  policy  loans,  any  partial  surrenders,  and any
         surrender  charges.  In the  event of  suicide  within  two years of an
         increase in face amount,  the only  liability of the Company in respect
         to  such  increase  in face  amount  will be a  refund  of the  cost of
         insurance charges for such increase.

         (f)      Postponement of Payment

         Payment of any amount upon complete or partial surrender,  policy loan,
         or benefits payable at death or maturity may be postponed whenever:

                  (i)      The New York  Stock  Exchange  is closed  other  than
                           customary weekend and holiday closings, or trading on
                           the  New  York  Stock   Exchange  is   restricted  as
                           determined by the Commission.

                  (ii)     The Commission by order permits postponement for the 
                           protection of policyowners.

                  (iii)    An emergency exists, as determined by the Commission,
                           as a result of which  disposal of  securities  is not
                           reasonably   practicable  or  it  is  not  reasonably
                           practicable  to  determine  the value of the Separate
                           Account assets.

3.       Transfers

         Accumulated  value may be  transferred  between  the  Divisions  of the
         Separate  Account.  The total amount  transferred  each time must be at
         least  $250,  unless  a lesser  amount  constitutes  the  policyowner's
         interest in a Division.  All  transfers  with the same  effective  date
         count as one  transfer.  Four  transfers  may be made in any one policy
         year  without  charge to the  policyowner.  Thereafter,  a  transaction
         charge  of $25 is  imposed  to  cover  administrative  costs  for  each
         transfer.  The transaction  charge is deducted on a prorated basis from
         the divisions from which accumulated  value is transferred,  unless the
         Policyowner  directs the Company to deduct the transaction  charge from
         only one  Division.  If the transfer of a Policy's  entire  accumulated
         value in a Division is requested,  the amount that is transferred  will
         be the accumulated value in the Division,  less any transaction charge.
         The  Company  has  reserved  the right to  revoke  or  modify  transfer
         privileges and charges.

4.       Right to Exchange Policy and Adjustment Computation Required by Rule
         6e-3(T)(b)(13)(v)(B)

         Once  during  the first 24 policy  months  following  the  policy  date
         (except at any time a Policy is in the grace  period)  the  policyowner
         may exchange the Policy for a Universal  Life  insurance  policy or any
         other policy  currently  made available by the Company for this purpose
         on the insured's  life. Such request must be postmarked or delivered to
         the home office of the Company before the expiration of 24 months after
         the policy date.

         The new policy will  provide  for either the same death  benefit or the
         same amount at risk as the Policy did at the time of conversion, at the
         option of the policyowner. Premiums for the new policy will be based on
         the same issue age, sex, and risk  classification  of the insured under
         the Policy.  An equitable  adjustment in the new policy's  payments and
         cash or accumulated values will be made to reflect  variances,  if any,
         in the  payments  and  accumulated  values under the Policy and the new
         conversion  policy. If the sum of the premiums paid under the Policy to
         date are equal to or greater than the Universal  Life minimum  premiums
         required to meet the no lapse guarantee,  no additional payment will be
         required  from  the  policyowner.  If they are not,  a  payment  by the
         policyowner  at the  date of  conversion  would  be  required.  Minimum
         benefits of the new Policy will be fixed and guaranteed.  Policy values
         will be  determined  as of the date written  request is received at the
         Company's Home Office.  Evidence of insurability  will not be required.
         No charge will be imposed on transfers  resulting  from the exercise of
         this  exchange  privilege;  however,  any unpaid  policy loans and loan
         interest must be repaid prior to the exchange or transferred to the new
         conversion  Policy.  The exchange will be effective upon proper receipt
         by the Company of the written request and return of the Policy. The new
         conversion  Policy will have the same  Policy  date as the Policy.  The
         exchange will be subject to any applicable tax consequences  related to
         such an exchange.

The  policyowner  may also  exchange  the Policy for a  fixed-benefit,  flexible
premium  policy in the event of a  material  change  in  investment  policy of a
Division.

5.       Annual Report

         Each  year a report  will be sent to the  policyowner  which  shows the
following:

         1.       The current death benefit;

         2.       The current accumulated and surrender values;

         3.       All premiums paid since the last statement;

         4.       Any investment gain or loss since the last statement;

         5.       All charges since the last statement;

         6.       Any policy loans and loan interest;

         7.       Any partial surrenders since the last statement;

         8.       The number of units and unit value; and

         9.       The total value of each of the policyowner's investment 
                  accounts.

The Company will also send the required confirmation notices.

4/9/96


                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   M. Vermeer Andringa
                                   ---------------------------------------------




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   R. M. Davis
                                   ---------------------------------------------




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   D. J. Drury
                                   ---------------------------------------------




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   C. D. Gelatt, Jr.
                                   ---------------------------------------------




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   G. D. Hurd
                                   ---------------------------------------------




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   T. M. Hutchison
                                   ---------------------------------------------




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   C. S. Johnson
                                   ---------------------------------------------




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   W. T. Kerr
                                   ---------------------------------------------




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   L. Liu
                                   ---------------------------------------------




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   V. H. Loewenstein
                                   ---------------------------------------------




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   J. R. Price
                                   ---------------------------------------------




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   B. A. Rice
                                   ---------------------------------------------




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   J-P. C. Rosso
                                   ---------------------------------------------




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   D. M. Stewart
                                   ---------------------------------------------




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   E. E. Tallett
                                   ---------------------------------------------




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.
                                   D. D. Thornton
                                   ---------------------------------------------




                                POWER OF ATTORNEY


KNOW ALL MEN BY THESE  PRESENTS,  that the  undersigned  director  of  Principal
Mutual Life Insurance  Company,  an Iowa  corporation  (the  "Company"),  hereby
constitutes  and appoints D. J. Drury,  G. D. Hurd,  T. M.  Hutchison  and F. W.
Weitz,  and each of them  (with full  power to each of them to act  alone),  the
undersigned's  true and lawful  attorney-in-fact  and agent,  with full power of
substitution to each, for and on behalf and in the name,  place and stead of the
undersigned, to execute and file any of the documents referred to below relating
to  registration  under the  Securities  Act of 1933 with  respect  to  flexible
premium variable life insurance contracts,  with premiums received in connection
with such contracts held in the Principal Mutual Life Insurance Company Variable
Life  Separate  Account on Form S-6 or other forms under the  Securities  Act of
1933,  and any and all  amendments  thereto  and  reports  thereunder  with  all
exhibits and all instruments  necessary or appropriate in connection  therewith,
each of said  attorneys-in-fact  and agents and his or their  substitutes  being
empowered to act with or without the others or other, and to have full power and
authority to do or cause to be done in the name and on behalf of the undersigned
each and every act and thing requisite and necessary or appropriate with respect
thereto to be done in and about the premises in order to effectuate the same, as
fully  to all  intents  and  purposes  as the  undersigned  might or could do in
person;  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or any of them, may do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has hereunto set his hand this 11th
day of April, 1996.

                                   F. W. Weitz
                                   ---------------------------------------------

April 11, 1996



Board of Directors
Principal Mutual Life Insurance Company
The Principal Financial Group
Des Moines, IA  50392

Directors

This  opinion is  furnished  in  connection  with the  filing of  Post-Effective
Amendment  No.  13  to   Registration   Statement  No.   33-13481  on  Form  S-6
("Registration Statement"),  which covers premiums expected to be received under
Flexible  Premium  Variable  Life  Insurance  Policies  ("Policies")  offered by
Principal Mutual Life Insurance Company.

In my opinion,  the  illustrations  of  accumulated  premiums,  death  benefits,
accumulated  values and surrender  values for the Policies shown in the Appendix
to  the  prospectus  included  in  the  Registration  Statement,  based  on  the
assumptions stated in the  illustrations,  are consistent with the provisions of
the Policies.  The rate structure of the Policies has not been designed so as to
make  the  relationship   between  premiums  and  benefits  as  shown  in  these
illustrations  appear to be  correspondingly  more  favorable  to a  prospective
purchaser of a Policy for male, age 35, than the  prospective  purchasers of the
Policy for females or males at other ages.

I hereby  consent to the use of this  opinion as an exhibit to the  Registration
Statement  and to the  reference  to my name under the heading  "Experts" in the
prospectus.

Sincerely


LISA HUEBERT

Lisa Huebert
Assistant Actuary

LH:cms/9501
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                        2,557,217
<INVESTMENTS-AT-VALUE>                       2,794,881
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               2,794,881
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          200,063
<SHARES-COMMON-PRIOR>                          151,064
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 2,794,881
<DIVIDEND-INCOME>                               85,937
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                  72,211
<EXPENSES-NET>                                (17,258)
<NET-INVESTMENT-INCOME>                        140,890
<REALIZED-GAINS-CURRENT>                        28,104
<APPREC-INCREASE-CURRENT>                      316,677
<NET-CHANGE-FROM-OPS>                          485,671
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                          989,665
<NUMBER-OF-SHARES-SOLD>                         56,758
<NUMBER-OF-SHARES-REDEEMED>                   (29,073)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         989,665
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 17,258
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                          878,731
<INVESTMENTS-AT-VALUE>                         922,511
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 922,511
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           78,645
<SHARES-COMMON-PRIOR>                           50,405
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   922,511
<DIVIDEND-INCOME>                               47,997
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 (5,384)
<NET-INVESTMENT-INCOME>                         42,613
<REALIZED-GAINS-CURRENT>                         4,064
<APPREC-INCREASE-CURRENT>                       85,230
<NET-CHANGE-FROM-OPS>                          131,907
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                          280,506
<NUMBER-OF-SHARES-SOLD>                         24,137
<NUMBER-OF-SHARES-REDEEMED>                    (8,980)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         412,413
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  5,384
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                        3,656,186
<INVESTMENTS-AT-VALUE>                       3,975,025
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<OTHER-ITEMS-ASSETS>                                 0
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<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
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<SHARES-COMMON-STOCK>                          142,987
<SHARES-COMMON-PRIOR>                           96,814
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<OVERDISTRIBUTION-GAINS>                             0
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<NET-ASSETS>                                 3,975,025
<DIVIDEND-INCOME>                               79,394
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<NET-INVESTMENT-INCOME>                        350,101
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<APPREC-INCREASE-CURRENT>                      433,439
<NET-CHANGE-FROM-OPS>                          832,860
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
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<DISTRIBUTIONS-OTHER>                          872,847
<NUMBER-OF-SHARES-SOLD>                         87,030
<NUMBER-OF-SHARES-REDEEMED>                   (40,420)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,705,707
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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                        6,575,712
<INVESTMENTS-AT-VALUE>                       7,728,821
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               7,728,821
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
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<SENIOR-EQUITY>                                      0
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<SHARES-COMMON-STOCK>                          305,125
<SHARES-COMMON-PRIOR>                          190,325
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 7,728,821
<DIVIDEND-INCOME>                               65,593
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                  63,164
<EXPENSES-NET>                                (43,103)
<NET-INVESTMENT-INCOME>                         85,654
<REALIZED-GAINS-CURRENT>                       172,414
<APPREC-INCREASE-CURRENT>                    1,127,081
<NET-CHANGE-FROM-OPS>                        1,385,149
<EQUALIZATION>                                       0
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<DISTRIBUTIONS-OTHER>                        2,542,880
<NUMBER-OF-SHARES-SOLD>                        165,606
<NUMBER-OF-SHARES-REDEEMED>                   (60,516)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       3,928,029
<ACCUMULATED-NII-PRIOR>                              0
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<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                          882,335
<INVESTMENTS-AT-VALUE>                         854,028
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<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          101,791
<SHARES-COMMON-PRIOR>                           30,955
<ACCUMULATED-NII-CURRENT>                            0
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<NET-ASSETS>                                   854,028
<DIVIDEND-INCOME>                               72,460
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 (3,702)
<NET-INVESTMENT-INCOME>                         68,758
<REALIZED-GAINS-CURRENT>                           683
<APPREC-INCREASE-CURRENT>                      (5,654)
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<NUMBER-OF-SHARES-SOLD>                         40,295
<NUMBER-OF-SHARES-REDEEMED>                    (7,739)
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<NET-CHANGE-IN-ASSETS>                         609,176
<ACCUMULATED-NII-PRIOR>                              0
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</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
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<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                          402,869
<INVESTMENTS-AT-VALUE>                         402,869
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<SHARES-COMMON-STOCK>                          402,869
<SHARES-COMMON-PRIOR>                          622,965
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   402,869
<DIVIDEND-INCOME>                               24,633
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 (3,167)
<NET-INVESTMENT-INCOME>                         21,466
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<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                        (241,562)
<NUMBER-OF-SHARES-SOLD>                        120,838
<NUMBER-OF-SHARES-REDEEMED>                  (138,209)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       (220,096)
<ACCUMULATED-NII-PRIOR>                              0
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</TABLE>


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