PRINCIPAL MUTUAL LIFE INSURANCE CO VARIABLE LIFE SEP ACCOUNT
497, 1996-12-18
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                      SUPPLEMENT, DATED DECEMBER 18, 1996
                       TO THE PROSPECTUS DATED MAY 1, 1996
   FOR PRINCIPAL MUTUAL LIFE INSURANCE COMPANY VARIABLE LIFE SEPARATE ACCOUNT
      FLEX VARIABLE LIFE - FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY


Effective  December 18, 1996,  the  prospectus for the Flex Variable Life Policy
dated May 1, 1996 is  amended by adding the  following  as the second  paragraph
under the heading "Adjustment Options" on page 17:

Any payment  submitted with a proposed face amount increase is held initially in
the General Account without  interest.  If the Company  approves the adjustment,
then on the effective date of the  adjustment the amount of the premium  payment
so held, less the Premium  Expense Charge,  is allocated among the Divisions and
the Fixed Account in accordance with the policyowner's  existing  directions for
allocation  of premium  payments.  Net  premiums  paid after an increase in face
amount  also  are  allocated  among  the  Divisions  and the  Fixed  Account  in
accordance with the policyowner's  existing directions for allocation of premium
payments.

This change will apply to any request for a face amount increase received by the
Company on or after January 15, 1997.

LV10 S

                          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.  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 sales charge will not exceed
25% of this minimum first year premium.
    

     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.



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