PRINCIPAL MUTUAL LIFE INSURANCE CO VARIABLE LIFE SEP ACCOUNT
497, 1999-05-04
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                          Prospectus Dated May 1, 1999


         PRINCIPAL 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  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.
    

Neither  premium  payments nor death benefits are deposits or obligations of, or
guaranteed by or endorsed by any bank.  Premium  payments and death benefits are
not federally insured by the Federal Deposit Insurance Corporation,  the Federal
Reserve Board or any other government agency.

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  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  account of the Principal  Variable  Contracts Fund,
Inc.  organized  by the  Company.  The  accompanying  prospectus  describes  the
investment  objectives and the attendant risks of the accounts currently offered
as investment choices under the Policy: Balanced Account, Bond Account,  Capital
Value Account, High Yield Account, MidCap Account and Money Market Account.
    

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 Variable Contracts 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 Life Insurance Company
     Variable Life Separate Account .......................  5
     Premiums..............................................  6
     Charges and Deductions ...............................  6
     Maturity Proceeds.....................................  7
     Death Benefit and Proceeds............................  7
     Adjustment Options....................................  8
     Policy Values.........................................  8
     Transfers.............................................  9
     Policy Loans..........................................  9
     Surrender, Termination and Reinstatement.............  10
     Policy "Free Look"...................................  11
     Distribution of the Policy...........................  11
     Tax Consequences of the Policy.......................  11

CONDENSED FINANCIAL INFORMATION............................12

DESCRIPTION OF PRINCIPAL
LIFE INSURANCE COMPANY....................................  12

PRINCIPAL LIFE INSURANCE
COMPANY VARIABLE LIFE SEPARATE
ACCOUNT....................................................13
     Balanced Account......................................14          
     Bond Account......................................    14
     Capital Value Account.................................14
     High Yield Account....................................14
     MidCap Account........................................15
     Money Market Account..................................15
    

PREMIUMS...................................................16
     Purchase Procedures...................................16
     Payment of Premiums...................................17
     Premium Limitations...................................18
     Allocation of Premiums................................18
     Policy "Free Look"....................................19
     Policy Termination....................................20
     Reinstatement.........................................21

DEATH BENEFITS AND RIGHTS..................................22
     Death Proceeds........................................22
     Death Benefit.........................................22
     Applicable Percentage.................................22
     Change in Death Benefit Option........................24
     Adjustment Options....................................24

POLICY VALUES..............................................26
     Calculation of Accumulated Value......................26
     Units.................................................26
     Unit Values...........................................26
     Net Investment Factor.................................27
     Valuations in Connection with a Policy................27
     Transfers.............................................27
     Policy Loans..........................................28
     Surrender.............................................29

CHARGES AND DEDUCTIONS.....................................30
     Premium Expense Charge................................30
     Monthly Deduction.....................................30
     Mortality and Expense Risks Charge....................31
     Transaction Charge....................................31
     Surrender Charge......................................32
     Other Charges.........................................36
     Special Plans.........................................36

OTHER MATTERS..............................................37
     Voting Rights.........................................37
     Statement of Value....................................37
     Service Available by Telephone........................38

GENERAL PROVISIONS.........................................38
     Addition, Deletion, or Substitution of
     Investments...........................................38
     Optional Insurance Benefits...........................39
     Death Benefit Guarantee Rider.........................39
     The Contract..........................................39
     Incontestability......................................39
     Misstatements.........................................40
     Suicide...............................................40
     Ownership.............................................40
     Beneficiaries.........................................40
     Benefit Instructions..................................40
     Postponement of Payments..............................40
     Assignment............................................41
     Policy Proceeds.......................................41
     Participating Policy..................................42
     Right to Exchange Policy..............................42

DISTRIBUTION OF THE POLICY.................................43

OFFICERS AND DIRECTORS OF PRINCIPAL
MANAGEMENT CORPORATION.....................................44

OFFICERS AND DIRECTORS  OF PRINCIPAL
LIFE INSURANCE COMPANY.....................................44

STATE REGULATION OF PRINCIPAL
LIFE INSURANCE COMPANY.....................................46

FEDERAL TAX MATTERS........................................46
     Tax Status of the Company
     and the Separate Account..............................46
     Charges for Taxes.....................................46
     Diversification Standards.............................47
     Life Insurance Status of Policy.......................47
     Modified Endowment Contract Status....................47
     Policy Surrenders and Partial Surrenders..............48
     Policy Loans and Interest Deductions..................48
     Corporate Alternative Minimum Tax.....................49
     Exchange or Assignment of Policies....................49
     Withholding...........................................49
     Taxation of Accelerated Death Benefits................49
     Other Tax Issues......................................49

EMPLOYEE BENEFIT PLANS.....................................50

LEGAL PROCEEDINGS..........................................50

LEGAL OPINION..............................................50

INDEPENDENT AUDITORS.......................................50

REGISTRATION STATEMENT.....................................50

FINANCIAL STATEMENTS.......................................50

   
     Report of Independent Auditors........................53
     Variable Life Separate Account
       Financial Statements................................54
     Report of Independent Auditors........................82
     Principal Life Insurance Company
       Financial Statements................................83
    

APPENDIX - ILLUSTRATIONS OF POLICY
VALUES AND DEATH BENEFITS.................................123

THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE.  PRINCIPAL 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  VARIABLE  CONTRACTS  FUND,  INC. OR THE  STATEMENT OF
ADDITIONAL INFORMATION OF THAT FUND.

GLOSSARY OF SPECIAL TERMS

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

   
Division - A part of the Principal Life Insurance Company Variable Life Separate
Account which is invested in shares of an account of a 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  Life  Insurance  Company  other than
those  allocated to any of the separate  accounts of  Principal  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 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, 1998, the first monthly date is July 10,
1998.

   
Mutual Fund - Principal  Variable  Contracts  Fund,  Inc.,  or other  registered
open-end investment companies  substituted therefor or added for investment by a
Division of the Principal 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, 1998,  the first
policy year ends on May 4, 1999 and the first policy anniversary falls on May 5,
1999.

   
Principal Life  Insurance  Company  Variable Life Separate  Account - A separate
account  established  by  Principal  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 Life Insurance Company.
    

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 an  account  of a
mutual fund is determined.

Valuation  Period - The period  between the time as of which the net asset value
of an account 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 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 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 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
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.

You may allocate your net premium  payments to divisions of the Separate Account
and/or the Fixed Account.  Currently there are six divisions available to you. A
current list of divisions  available in your state may be obtained  from a sales
representative or our home office.

Each  division  invests in shares of an  underlying  mutual fund.  More detailed
information  about  the  underlying  mutual  funds  may be found in the  current
prospectus for each underlying mutual fund.

The underlying  mutual funds are NOT available to the general  public  directly.
The underlying mutual funds are available only as investment options in variable
life insurance  policies or variable annuity  contracts issued by life insurance
companies.  Some  of the  underlying  mutual  funds  have  been  established  by
investment  advisers that manage  publicly  traded  mutual funds having  similar
names and investment  objectives.  While some of the underlying mutual funds may
be similar to, and may in fact be modeled  after  publicly  traded mutual funds,
you  should  understand  that the  underlying  mutual  funds  are not  otherwise
directly  related  to  any  publicly  traded  mutual  fund.  Consequently,   the
investment  performance  of publicly  traded mutual funds and of any  underlying
mutual fund may differ substantially.
    

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.") 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  Account to
compensate the Fund's investment advisor. In addition, each Account 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.")

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.  The  surrender  charge  will be waived if the  Policy is  surrendered  in
connection  with an exchange offer for another policy issued by the Company.  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 "Free Look"

A  policyowner  has the limited  right to return a Policy for  cancellation  and
receive a refund of all premiums paid  (Accumulated  Value for policies  applied
for in the  state of  California  by  Policyowners).  The  Written  Request  for
cancellation,  along with return of the Policy,  must be made within 10 days (30
days if the Policy is applied for in the state of  California  by a  policyowner
age 60 or over) after the Policy is received by the policyowner,  within 10 days
(30  days  if the  Policy  is  applied  for  in the  state  of  California  by a
policyowner  age 60 or over) 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.  For  Policies  applied  for in the state of
California, the amount refunded is equal to (1) plus (2) plus (3) where:

     1.   Is  the  Policy  Value  as  of  the  date  the  Company  receives  the
          policyowner's Written Request for cancellation; and

     2. Is the Premium Expense Charge(s) deducted from gross premiums; and

     3. Is the Monthly Policy Charge(s) deducted from the Policy Value.

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.")  Policyowners  are  advised  to consult  with their own tax  advisors
regarding tax treatment of the Policies.

CONDENSED FINANCIAL INFORMATION

     Financial   statements   are  included  in  the   Statement  of  Additional
Information. Following are Unit Values for the Premier Variable Annuity Contract
for the periods ended December 31.
<TABLE>
   
<CAPTION>
                                                                                                                   Number of
                                        Accumulation Unit Value                                             Accumulation Units
                                                                                                                   Outstanding   
                                                 Beginning              End        Percentage of Change           End of Period
                                                  of Period            of Period       from Prior Period    (in thousands)
     Balanced Division
       Year Ended December 31
    <S>                                          <C>                 <C>                 <C>                      <C>    
         1998                                    $26.698             $29.657             11.08%                   128,004
          1997                                     22.809             26.698              17.05                   162,831
          1996                                    20.314              22.809              12.28                   190,477
         1995                                     16.427              20.314              23.66                   137,574
          1994                                    16.904              16.427              (2.82)                  109,889
     Bond Division
       Year Ended December 31
         1998                                     22.367              23.907              6.89                     81,499
         1997                                     20.375              22.367               9.78                    79,771
          1996                                    20.055              20.375               1.60                    80,628
          1995                                    16.539              20.055              21.26                    45,999
          1994                                    17.160              16.539              (3.62)                   30,842
     Capital Value Division
       Year Ended December 31
         1998                                     33.633              37.917             12.74                    230,405
          1997                                    26.364              33.633             27.57                    257,844
          1996                                    21.508              26.364             22.58                    266,347
          1995                                    16.427              21.508             30.93                    184,750
          1994                                    16.470              16.427             (0.26)                   138,140
     MidCap Division
       Year Ended December 31
         1998                                     39.887              41.050              2.92                    279,181
          1997                                    32.738              39.887              21.84                   358,540
          1996                                    27.234              32.738              20.21                   418,635
          1995                                    21.268              27.234              28.05                   283,791
          1994                                    21.262              21.268               0.03                   178,701
     High Yield Division
       Year Ended December 31
         1998                                     21.682              21.399             (1.31)                   106,040
          1997                                    19.725              21.682               9.92                   96,497
          1996                                    17.567              19.725              12.28                   67,188
          1995                                    15.246              17.567              15.22                   48,615
          1994                                    15.266              15.246              (0.13)                  16,059
     Money Market Division
       Year Ended December 31
         1998                                     15.706              16.404              4.44                     22,133
          1997                                    15.035              15.706              4.46                     31,890
          1996                                    14.417              15.035              4.29                     86,858
          1995                                    13.760              14.417              4.77                     27,948
          1994                                    13.359              13.760              3.00                     45,319
</TABLE>



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

The Company is a stock life insurance company with its home office at: Principal
Financial Group, Des Moines, Iowa 50306-9382.  It is authorized to transact life
and annuity  business in all of the United  States and the District of Columbia.
The Company is a wholly owned subsidiary of Principal Financial Services, Inc.

In 1879,  Principal Life Insurance Company was incorporated  under Iowa law as a
mutual life  insurance  company named Bankers Life  Association.  It changed its
name to Bankers Life Company in 1911 and then to Principal Mutual Life Insurance
Company  in 1986.  The name  change to  Principal  Life  Insurance  Company  and
reorganization into a mutual holding company structure took place in 1998.

PRINCIPAL 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  Accounts  ("Account" or "Accounts")  of the Fund.  These Accounts
also offer  their  shares to separate  accounts of the Company to fund  variable
annuity contracts. See "Eligible Purchases and Purchase of Shares" in the Fund's
Prospectus  for a  discussion  of the  potential  risks  associated  with "mixed
funding." The Balanced  Division invests only in shares of the Balanced Account,
the Bond Division invests only in shares of the Bond Account,  the Capital Value
Division  invests only in shares of the Capital Value  Division,  the High Yield
Division  invests only in the High Yield Account,  the MidCap  Division  invests
only in the MidCap  Account and the Money  Market  Division  invests only in the
Money Market Account.

Balanced  Account -- The  investment  objective  of the  Balanced  Account 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   Account   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  Account may also invest in other  equity  securities  and debt  securities
issued or  guaranteed  by the  United  States  government  and its  agencies  or
instrumentalities.  This Account seeks to generate real (inflation  plus) growth
during  favorable  investment  periods  and may  emphasize  income  and  capital
preservation   strategies  during  uncertain   investment   periods.   Principal
Management Corporation (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 Account'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  Account'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.

Bond  Account -- The  investment  objective of the Bond Account 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 Account
will   predominantly   invest  in  marketable   fixed-income   debt  securities.
Investments  will be made generally on a long-term  basis,  but this Account 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 Account 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 Account 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  Account.  The value of  fixed-income  securities  may also be  affected by
changes in the credit rating or financial condition of the issuer.

Capital Value Account -- The principal objective of the Capital Value Account is
long-term  capital  appreciation  and growth of future  investment  income.  The
assets of this Account consist  principally of a portfolio of common stocks. The
value of the investments held by this Account fluctuates daily and is subject to
the risks of changing  economic  conditions as well as the risks inherent in the
ability of this Account'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 the Capital Value
Account,  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.

High Yield Account -- The primary investment  objective of High Yield Account is
high current  income.  Capital growth is a secondary  objective when  consistent
with the objective of high current  income.  This Account  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  Account'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.

MidCap  Account -- The  objective  of the MidCap  Account 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 Account will seek to be relatively  fully invested at all times in
equity  securities.  From time to time, this Account 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.

Money Market Account -- The Money Market Account 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 Account invests in
United States dollar  denominated  instruments  having a maturity of 397 days or
less that the Account'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  Account  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 Accounts,  including their
investment policies and restrictions,  investment  management fees and expenses,
is given in the prospectus which accompany this Prospectus. It should be read in
conjunction with this Prospectus.

The investment advisor to the accounts is Principal 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 Account's daily average net
assets is charged monthly against Bond Account,  Capital Value Account and Money
Market Account. The current investment  management fee at an annual rate of .60%
of the average daily net assets is charged monthly against  Balanced Account and
High Yield Account.  The current investment  management fee at an annual rate of
 .65% of the first $100 million of the fund's  average  daily net assets and .60%
of the next $100  million  of the  fund's  average  daily net  assets is charged
monthly against MidCap Account.

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 New York of the  conditional  receipt  described
above, a different  conditional  receipt will continue to be used in that state.
Under the conditional receipt in use in New York, interim coverage starts on the
later of: (1) the date of completion of the application and supplements  thereto
or (2) the date any required  medical exam or other medical tests are completed.
However,  if all the  conditions  of the  receipt  are met except  any  required
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.

Another  conditional  receipt is used in the state of Kansas.  It provides  that
interim   coverage  starts  on  the  date  on  which  all  initial   application
requirements  are  completed.  The amount of 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) 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,  (2) the date the  Company  mails the  proposed  owner a premium
refund and notice that no policy will be issued on the  application,  or (3) the
date a policy is presented to the proposed owner (whether or not accepted by the
proposed owner).

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 year ended December
31, 1998 the Company received premium payments totaling $7,630,541.
    

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 (For  policies  applied
for in the state of California,  the amount  refunded is determined as set forth
below).  The request to cancel a Policy must be in writing.  The Written Request
and the Policy must be  personally  delivered  or mailed (as  determined  by its
postmark)  to the home  office of the Company or to the agent or broker who sold
the Policy before the later of:

     o   10 days (30 days for Policies applied for in the state of California by
         policyowners  age 60 or over)  after  the  Policy  is  received  by the
         policyowner;

     o   10 days (30 days for Policies applied for in the state of California by
         policyowners  age 60 or over) after a written  notice is  delivered  or
         mailed (as determined by its postmark) to the  policyowner  which tells
         about the cancellation right; or

     o    45 days after the policyowner completes the application.

For Policies  applied for in the state of  California by persons age 60 or over,
the amount refunded is equal to (1) plus (2) plus (3) where:

     1.   Is  the  Policy  Value  as  of  the  date  the  Company  receives  the
          policyowner's Written Request for cancellation; and

     2. Is the Premium Expense Charge(s) deducted from gross premiums; and

     3. Is the Monthly Policy Charge(s) deducted from the Policy Value.

Any increase in face amount will carry its own free look period.  If the Company
does not approve a requested face amount increase or the  policyowner  cancels a
request for face amount increase that has not yet become effective,  the Company
will refund to the  policyowner  any payment  submitted  with the proposed  face
amount  increase.  If on or  after  the  effective  date  of  the  increase  the
policyowner exercises the limited right to cancel the face amount increase, then
the Company  will refund to the  policyowner  only that  portion of the 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 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.")

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.")

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.")

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 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 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 in accordance with the policyowner's existing directions for
allocation of premium payments.

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:

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

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

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

If the  Company  does not  approve  a  requested  face  amount  increase  or the
policyowner  cancels a request for face amount  increase that has not yet become
effective, the Company will refund to the policyowner any payment submitted with
the proposed  face amount  increase.  If on or after the  effective  date of the
increase the  policyowner  exercises the limited right to cancel the face amount
increase,  then the Company will refund to the policyowner  only that portion of
the  premiums  paid with the  adjustment  application  and  during the free look
period  attributable to the face amount increase,  unless directed  otherwise by
the  policyowner.  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.")  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.")

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 Account as of the
              end of such  valuation  period,  plus the per share  amount of any
              dividend or other  distribution  made by that Account  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  Account  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.")

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.")

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."  ) The
surrender  charge will be waived if the Policy is surrendered in connection with
an exchange  offer for  another  policy  issued by the  Company.  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.")

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 year ended  December  31,  1998,  the Company
collected  $210,077  in premium  expense  charges  and  $151,471  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 year ended December 31, 1998 administrative
and cost of insurance charges totaled $2,446,801.
    

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 year ended  December 31, 1998  mortality  and expense risk
charges totaled $227,301.
    

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 year ended December 31, 1998 the Company received  surrender  charges
totaling $141,701.
    

<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>             <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>

<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>

<TABLE>
                FIRST YEAR CONTINGENT DEFERRED SURRENDER CHARGES
                            per $1000 of Face Amount
                                  Unisex Lives

<CAPTION>
 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>



The percentage of the first year surrender charges shown above remaining in each
policy year thereafter is:

                                             Percentage of First Year
        Policy 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  Accounts  are  purchased  by the  corresponding  Divisions at the
shares' net asset  values.  The net asset value of Account  shares  reflects the
investment  management fees and corporate  operating  expenses  already deducted
from the assets of the  Account.  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  Account's  daily  average net
assets is charged monthly against Bond Account,  Capital Value Account and Money
Market Account. The current investment  management fee at an annual rate of .60%
of the average daily net asset value is charged monthly against Balanced Account
and High Yield Account. The current investment  management fee at an annual rate
of .65% of the first $100 million of the fund's average daily net assets and 60%
of the next $100  million  of the  fund's  daily  average  net assets is charged
monthly against MidCap Account.

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 Account  shares held in the Separate  Account at regular
and special  meetings of  shareholders  of each Account,  but will follow voting
instructions  received from persons  having the voting  interest in such Account
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  Account  for  determining
shareholders eligible to vote at the meeting of the Account. 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
Account  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 Account 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 Account 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 Account 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
Account,  or  disapprove  an  investment  advisory  contract of the Account.  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 Account 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 Account or
would result in the purchase of  securities  for the Account 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 1-800-247-9988.

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 1-800-247-9988.  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
includes recording all telephone  instructions,  requesting personal 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.

You may obtain  contract  information  from our Direct Dial system  between
7:00 a.m. and 9:00 p.m.,  Central Time,  Monday through  Saturday.  Through this
automated  telephone  system,  you can obtain  information about unit values and
contract values, initiate certain changes to your contract, change your Personal
Identification   Number  (PIN),   or  speak  directly  to  a  customer   service
representative.  The telephone number is 1-800-247-9988. As with other telephone
services,  instructions  received  via our Direct Dial system will be binding on
all contractowners.

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 Account should no
longer be  available  for  investment  or if, in the  judgment of the  Company's
management,   further   investment  in  shares  of  any  Account  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  Account 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 Accounts.

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 Accounts.

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.) 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.")

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.")

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 year ended  December  31,  1998,  the  Company  paid  Princor  Financial
Services  Corporation $665,547 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 Principal Variable Contracts Fund, Inc., a registered investment
company 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 MANAGEMENT CORPORATION
The  officers and  directors of the  investment  advisor,  Principal  Management
Corporation,  are  shown  below.  This  list  includes  some of the same  people
(designated  by *),  who are  serving in the same  capacities  as  officers  and
directors  of the  underwriter,  Princor  Financial  Services  Corporation.  The
principal business address for each officer and director is: Principal Financial
Group, Des Moines, Iowa 50392.

   
*JOHN E. ASCHENBRENNER      Director
CRAIG R. BARNES             Vice President
*CRAIG L. BASSETT           Treasurer
*MICHAEL J. BEER            Executive Vice President
*MARY L. BRICKER            Assistant Corporate Secretary
*DAVID J. DRURY             Director
*RALPH C. EUCHER            Director and President
*ARTHUR S. FILEAN           Vice President
*DENNIS P. FRANCIS          Director
*PAUL N. GERMAIN            Vice President - Mutual Fund Operations
*ERNEST H. GILLUM           Vice President - Compliance and Product Development
*THOMAS J. GRAF             Director
*J. BARRY GRISWELL          Chairman of the Board and Director
*JOYCE N. HOFFMAN           Vice President and Corporate Secretary
*ELLEN Z. LAMALE            Director
*JULIA M. LAWLER            Director
*GREGG R. NARBER            Director
*RICHARD L. PREY            Director
*LAYNE A. RASMUSSEN         Controller - Mutual Funds
*ELIZABETH R. RING          Controller
*MICHAEL J. ROUGHTON        Counsel
*JEAN B. SCHUSTEK           Product Compliance Officer - Registered Products
DEWAIN A. SPARRGROVE        Vice President
    

OFFICERS AND DIRECTORS OF PRINCIPAL LIFE INSURANCE COMPANY

Principal  Life  Insurance  Company  is  managed  by a Board of  Directors.  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:

EXECUTIVE OFFICERS (OTHER THAN DIRECTORS):

   
JOHN EDWARD ASCHENBRENNER    Senior Vice President
PAUL FRANCIS BOGNANNO        Senior Vice President
CHARLES ROBERT DUNCAN        Senior Vice President
DENNIS PAUL FRANCIS          Senior Vice President
THOMAS JEFFERSON GAARD       Senior Vice President
MICHAEL HARRY GERSIE         Senior Vice President
THOMAS JOHN GRAF             Senior Vice President
ROBB BRYAN HILL              Senior Vice President
GREGG ROSS NARBER            Senior Vice President and General Counsel
MARY AGNES O'KEEFE           Senior Vice President
RICHARD LEO PREY             Senior Vice President
ROBERT ALLEN SLEPICKA        Senior Vice President
NORMAN RAUL SORENSEN         Senior Vice President
CARL CHANSON WILLIAMS        Senior Vice President and Chief Information Officer
<TABLE>
    

DIRECTORS:

<CAPTION>
Name, Positions and Offices                          Principal Occupation During Last 5 Years
- ---------------------------------------------------------------------------------------------
<S>                                            <C>                      
   
BETSY  JEAN BERNARD                            Executive Vice President,  U.S. West since 1998. President and Chief
Director                                       Executive Officer, since 1998.President   and   Chief   Executive
                                               Officer, AVIRNEX Communications Group since 1997. President and
                                               Chief Executive Officer, Pacific Bell Communications since 1995.

JOCELYN CARTER-MILLER                          Corporate  Vice  President and Chief  Marketing  Officer,  Motorola,
Director                                       Inc. since 1999. Vice President, 1998-1999. Vice President and
                                               General Manager, since 1997. Prior thereto,  Vice President of Latin
                                               American and Caribbean Operations of Motorola.
    

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

   
DAVID JAMES DRURY                              Chairman and Chief Executive  Officer,  Principal Life Insurance  Company since 1995.
Director                                       President  and Chief  Executive  Officer from  1994-1995;  President from 1993-1994;
Chairman of the Board                          Executive Vice President from 1992-1993.
Chair, Executive Committee
    

CHARLES DANIEL GELATT, JR.                     President, NMT Corporation.
Director
Member, Executive Committee
Chair, Human Resources Committee

   
JOHN BARRY GRISWELL                            President,  Principal Life Insurance  Company since 1998.  Executive Vice President
Director                                       1996-1998. Senior Vice President 1988-1996.

GERALD DAVID HURD                              Retired.  Chairman  and  Chief  Executive  Officer,  Principal  Life  Insurance
Director                                       Company 1989-1994.         
Member, Executive and
Nominating Committees

CHARLES SAMUEL JOHNSON                         Chairman,  President and Chief  Executive  Officer,  Pioneer Hi-Bred
Director                                       International, Inc. since 1996.    President   and   Chief   Executive Officer
Member, Audit Committee                        1995-1996. President and Chief Operating Officer 1995. 
                                               Executive Vice President  1993-1995.

WILLIAM TURNBALL KERR                          Chairman,  President & Chief Executive Officer, Meredith Corporation since 1998.
Director                                       President  and Chief  Executive  Officer,  1997-1998.  President and
Member, Executive Committee and                Chief Operating Officer 1994-1997.  Prior  thereto,  Executive  Vice President.
Chair, Nominating Committee

LEE LIU                                        Chairman Alliant Energy  Corporation since 1998.  Chairman and Chief
Director                                       Executive Officer, IES Industries,     Inc.,    1996-1998.    Prior thereto,
Member, Executive and Human                    Chairman, President and Chief Executive Officer.
Resources Committees
    

VICTOR HENDRIK LOEWENSTEIN                     Managing Partner, Egon Zehnder International
Director
Member, Audit Committee

RONALD DALE PEARSON                            Chairman, President and Chief Executive Officer, Hy-Vee, Inc.
Director
Member, Human Resources Committee

   
JOHN ROY PRICE                                 Managing  Director,  The Chase  Manhattan  Corporation  since  1996. Prior thereto,
Director                                       Managing    Director,    Chemical Banking Corporation.
Member, Nominating Committee
    

DONALD MITCHELL STEWART                        President, The College Board.
Director
Member, Human Resources Committee

ELIZABETH EDITH TALLETT                        President  &  CEO  of  Dioscor,  Inc.  &  Serex,  Inc.  since  1996.
Director                                       President and Chief Executive Officer,   Transcell  Technologies, Inc. 1992-1996.
Chair, Audit Committee

DEAN DICKSON THORNTON                          Retired  since 1993.  Prior  thereto  President,  Boeing  Commercial Airplane Group.
Director
Member, Audit Committee

FRED WILLIAM WEITZ                             President,  Chairman of the Board and Chief Executive Officer, Essex Meadows, Inc.
Director                                       since 1995.  Prior  thereto,  President,  Chairman of the Board, and Chief Executive
Member, Human Resources Committee              Officer, The Weitz  Corporation  and its subsidiaries.
</TABLE>

   
STATE REGULATION OF PRINCIPAL 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 the
partial 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 G. R. Narber,  Senior Vice  President and General  Counsel of the
Company.

INDEPENDENT AUDITORS

   
The  financial  statements of Principal  Life  Insurance  Company  Variable Life
Separate  Account and the  financial  statements  of  Principal  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 consolidated  financial statements of Principal Life Insurance 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.


                         Report of Independent Auditors





Board of Directors and Participants
Principal Life Insurance Company


We have  audited the  accompanying  statement  of net assets of  Principal  Life
Insurance Company Variable Life Separate Account (comprising,  respectively, the
Balanced,  Bond,  Capital Value  [formerly  Capital  Accumulation],  High Yield,
MidCap [formerly  Emerging Growth],  and Money Market Divisions;  and, beginning
February 1, 1997 [date  operations  commenced],  the  Aggressive  Growth,  Asset
Allocation,  Fidelity Contrafund,  Fidelity Equity Income, Fidelity High Income,
Government Securities, Growth and International [formerly World] Divisions; and,
beginning May 1, 1998 [date operations commenced],  the International  SmallCap,
MicroCap,  MidCap Growth,  Putnam Global Asset Allocation,  Putnam Vista, Putnam
Voyager, Real Estate,  SmallCap,  SmallCap Growth,  SmallCap Value and Utilities
Divisions) as of December 31, 1998, 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, 1998, 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  Life  Insurance
Company  Variable Life Separate Account at December 31, 1998, 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.

/s/Ernst & Young LLP

Des Moines, Iowa
January 29, 1999



<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                             Statement of Net Assets

                                December 31, 1998



Assets
Investments:
   Aggressive Growth Division:
     Aggressive Growth Account - 777,089 shares at net asset value of $18.33 
     per share (cost - $13,352,172)    
                                                        $14,244,041
   Asset Allocation Division:
     Asset Allocation Account - 129,498 shares at net asset value of $12.30 
     per share (cost - $1,606,648)     
                                                          1,592,829
   Balanced Division:
     Balanced Account - 607,950 shares at net asset value of $16.25 per share 
     (cost -  $9,341,735)              
                                                          9,879,189
   Bond Division:
     Bond Account - 328,889 shares at net asset value of $12.02 per share 
     (cost - $3,926,791)               
                                                          3,953,245
   Capital Value Division:
     Capital Value Account - 617,691 shares at net asset value of $37.19 per 
     share (cost - $21,049,295)        
                                                         22,971,942
   Fidelity Contrafund Division:
     Fidelity Variable Insurance Products Fund II: Contrafund Portfolio. 
     - 328,273 shares at net asset value of $24.44 per share 
     (cost - $6,667,740)               
                                                          8,023,001
   Fidelity Equity Income Division:
     Fidelity Variable Insurance Products Fund: Equity Income Portfolio - 
     192,980 shares at net asset value of $25.42 per share 
     (cost - $4,613,703)               
                                                          4,905,541
   Fidelity High Income Division:
     Fidelity Variable Insurance Products Fund: High Income Portfolio - 
     92,350 shares at net asset value of $11.53 per share 
     (cost - $1,125,224)               
                                                          1,064,791
   Government Securities Division:
     Government Securities Account - 296,704 shares at net asset value
       of $11.01 per share (cost - $3,276,232)
                                                          3,266,712
   Growth Division:
     Growth Account - 232,690 shares at net asset value of $20.46 per share 
     (cost - $4,292,826)               
                                                          4,760,835
   High Yield Division:
     Principal High Yield Account - 281,526 shares at net asset value of 
     $8.06 per share (cost - $2,513,399)
                                                         2,269,099
   International Division:
     International Account - 537,577 shares at net asset value of $14.51
       per share (cost - $7,973,977)   
                                                          7,800,249


See accompanying notes.



Assets (continued)
Investments (continued):
   International SmallCap Division:
     International SmallCap Account - 35,132 shares at net asset value of $9.00 
     per share (cost - $301,178)       
                                                      $       316,190
   MicroCap Division:
     MicroCap Account - 18,284 shares at net asset value of $8.17 per share 
     (cost - $148,285)                 
                                                                  149,378
   MidCap Division:
     MidCap Account - 740,867 shares at net asset value of $34.37 per share 
     (cost - $23,362,591)              
                                                               25,463,610
   MidCap Growth Division:
     MidCap Growth Account - 32,736 shares at net asset value of $9.65 per share
     (cost - $287,894)                 
                                                                315,903
   Money Market Division:
     Money Market Account - 8,335,116 shares at net asset value (cost) of $1.00
     per share                         
                                                              8,335,116
   Putnam Global Asset Allocation Division:
     Putnam VT Global Asset Allocation Fund - 3,968 shares at net asset value of
       $18.96 per share (cost - $70,918)
                                                                75,231
   Putnam Vista Division:
     Putnam VT Vista Fund - 8,354  shares at net asset value of $14.73 per share
     (cost - $102,314)                 
                                                                123,051
   Putnam Voyager Division:
     Putnam VT Voyager Fund - 19,636 shares at net asset value of $45.81 per
     share (cost - $793,947)           
                                                                899,548
   Real Estate Division:
     Real  Estate  Account - 3,496  shares at net asset value of $9.07 per share
     (cost - $32,029)                  
                                                                   31,709
   SmallCap Division:
     SmallCap Account - 30,528 shares at net asset value of $8.21 per share 
     (cost - $238,669)                 
                                                                  250,636
   SmallCap Growth Division:
     SmallCap Growth Account - 20,762 shares at net asset value of $10.10 per
     share (cost - $177,725)           
                                                                209,695
   SmallCap Value Division:
     SmallCap Value Account - 17,283 shares at net asset value of $8.34 per
     share (cost - $138,722)           
                                                                144,138
   Utilities Division:
     Utilities Account - 4,172 shares at net asset value of $10.93 per share 
     (cost - $43,259)                  
                                                                   45,596
                                                            -----------------
Net assets                                                   $121,091,275
                                                            =================




                        Principal Life Insurance Company
                         Variable Life Separate Account

                       Statement of Net Assets (continued)

                                December 31, 1998


<TABLE>
<CAPTION>
                                                                                   Unit
                                                                     Units         Value
                                                                     ------------------------
                                                                     ------------------------
<S>                                                                  <C>          <C>              <C>
Net assets are represented by:
   Aggressive Growth Division - PrinFlex Life                          966,076    $14.74           $14,244,041

   Asset Allocation Division - PrinFlex Life                           126,757     12.57             1,592,829

   Balanced Division:
     Flex Variable Life                                                128,004     29.66             3,796,104
     PrinFlex Life                                                     470,384     12.93             6,083,085
                                                                                                   -----------
                                                                                                     9,879,189
   Bond Division:
     Flex Variable Life                                                 81,499     23.91             1,948,335
     PrinFlex Life                                                     169,676     11.82             2,004,910
                                                                                                   -----------
                                                                                                     3,953,245
   Capital Value Division:
     Flex Variable Life                                                230,405     37.92             8,736,005
     PrinFlex Life                                                   1,001,214     14.22            14,235,937
                                                                                                   -----------
                                                                                                    22,971,942

   Fidelity Contrafund Division - PrinFlex Life                        509,526     15.75             8,023,001

   Fidelity Equity Income Division - PrinFlex Life                     358,372     13.69             4,905,541

   Fidelity High Income Division - PrinFlex Life                        96,628     11.02             1,064,791

   Government Securities Division - PrinFlex Life                      276,130     11.83             3,266,712

   Growth Division - PrinFlex Life                                     323,329     14.72             4,760,835

   High Yield Division - Flex Variable Life                            106,040     21.40             2,269,099

   International Division - PrinFlex Life                              647,156     12.05             7,800,249

   International SmallCap Division - PrinFlex Life                      34,925      9.05               316,190

   MicroCap Division - PrinFlex Life                                    18,274      8.17               149,378

   MidCap Division:
     Flex Variable Life                                                279,181     41.05            11,460,175
     PrinFlex Life                                                   1,122,974     12.47            14,003,435
                                                                                                   -----------
                                                                                                    25,463,610

   MidCap Growth Division - PrinFlex Life                               32,540      9.71               315,903


See accompanying notes.
</TABLE>


<TABLE>
<CAPTION>
                                                                                   Unit
                                                                       Units       Value
                                                                     -----------------------
                                                                     -----------------------
<S>                                                                    <C>        <C>              <C>
Net assets are represented by (continued):
   Money Market Division:
     Flex Variable Life                                                 22,133    $16.40           $    362,873
     PrinFlex Life                                                     723,761     11.02              7,972,243
                                                                                                   ------------
                                                                                                      8,335,116

   Putnam Global Asset Allocation Division - PrinFlex Life
                                                                         7,305     10.30                 75,231

   Putnam Vista Division - PrinFlex Life                                11,712     10.51                123,051

   Putnam Voyager Division - PrinFlex Life                              82,965     10.84                899,548

   Real Estate Division - PrinFlex Life                                  3,390      9.35                 31,709

   SmallCap Division - PrinFlex Life                                    31,352      7.99                250,636

   SmallCap Growth Division - PrinFlex Life                             20,430     10.26                209,695

   SmallCap Value Division - PrinFlex Life                              16,935      8.51                144,138

   Utilities Division - PrinFlex Life                                    3,944     11.56                 45,596
                                                                                                   ------------
Net assets                                                                                         $121,091,275
                                                                                                   ============

</TABLE>

                        Principal Life Insurance Company
                         Variable Life Separate Account

                            Statements of Operations

                  Years ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
                                                                                               Aggressive
                                                                                                 Growth
                                                                                 Combined     Division (1)
                                                                               -------------- --------------
<S>                                                                            <C>            <C>
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                                    $1,927,629    $     25,269
   Capital gains distributions                                                   3,545,632         576,813
                                                                               -------------- --------------
                                                                                 5,473,261         602,082
Expenses:
   Mortality and expense risks                                                     736,803          74,911
                                                                               -------------- --------------
Net investment income (loss)                                                     4,736,458         527,171

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                       1,677,430          11,214
Change in net unrealized appreciation/depreciation of investments                1,393,781         947,122
                                                                               ============== ==============
Net increase (decrease) in net assets resulting from operations                 $7,807,669      $1,485,507
                                                                               ============== ==============

Year ended December 31, 1997 Investment income (loss) Income:
   Dividends                                                                   $   980,811    $      8,174
   Capital gains distributions                                                   2,062,456         410,207
                                                                               -------------- --------------
                                                                                 3,043,267         418,381
Expenses:
   Mortality and expense risks                                                     323,452          12,033
                                                                               -------------- --------------
Net investment income (loss)                                                     2,719,815         406,348

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                                1,992,490           2,207
Change in net unrealized appreciation/depreciation of investments                2,414,101         (55,253)
                                                                               -------------- --------------
Net increase (decrease) in net assets resulting from operations                 $7,126,406     $   353,302
                                                                               ============== ==============

Year ended December 31, 1996 Investment income Income:
   Dividends                                                                   $   576,069    $        -
   Capital gains distributions                                                   1,240,739             -
                                                                               -------------- --------------
                                                                                 1,816,808             -
Expenses:
   Mortality and expense risks                                                     160,075             -
                                                                               -------------- --------------
Net investment income                                                            1,656,733             -

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                                  196,669             -
Change in net unrealized appreciation/depreciation of investments                1,785,917             -
                                                                               -------------- --------------
Net increase in net assets resulting from operations                            $3,639,319    $        -
                                                                               ============== ==============

(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>


<TABLE>
<CAPTION>
                                                                              Asset                                   Capital
                                                                            Allocation      Balanced      Bond         Value
                                                                           Division (1)     Division    Division      Division
                                                                        -------------------------------------------------------
                                                                        -------------------------------------------------------
<S>                                                                        <C>            <C>          <C>          <C>
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                               $37,595        $278,168     $200,418     $  398,541 
   Capital gains distributions                                              39,061         298,323        2,083        748,100 
                                                                        -------------------------------------------------------
                                                                            76,656         576,491      202,501      1,146,641 
Expenses:
   Mortality and expense risks                                               9,173          63,126       24,494        136,738 
                                                                        -------------------------------------------------------
Net investment income (loss)                                                67,483         513,365      178,007      1,009,903 

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                  (1,770)        161,523       33,503        281,655 
Change in net unrealized appreciation/depreciation of investments           10,057         118,060      (19,726)       461,090 
                                                                        =======================================================
Net increase (decrease) in net assets resulting from operations            $75,770        $792,948     $191,784     $1,752,648 
                                                                        =======================================================
Year ended December 31, 1997 Investment income (loss) Income:
   Dividends                                                               $11,857        $150,137     $136,267     $  211,818 
   Capital gains distributions                                              42,154         346,134            -        794,643 
                                                                        -------------------------------------------------------
                                                                            54,011         496,271      136,267      1,006,461 
Expenses:
   Mortality and expense risks                                               1,700          38,702       14,802         69,600 
                                                                        -------------------------------------------------------
Net investment income (loss)                                                52,311         457,569      121,465        936,861 

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                              549         236,637       18,598        342,684 
Change in net unrealized appreciation/depreciation of investments          (23,876)        104,396       55,567        895,157 
                                                                        =======================================================
Net increase (decrease) in net assets resulting from operations            $28,984        $798,602     $195,630     $2,174,702 
                                                                        =======================================================
Year ended December 31, 1996 Investment income Income:
   Dividends                                                               $     -        $110,439    $  92,610     $  118,875 
   Capital gains distributions                                                   -         244,144            -        745,903 
                                                                        -------------------------------------------------------
                                                                                 -         354,583       92,610        864,778 
Expenses:
   Mortality and expense risks                                                   -          25,360        8,256         36,169 
                                                                        -------------------------------------------------------
Net investment income                                                            -         329,223       84,354        828,609 
Realized and unrealized gains (losses) on investments
Net realized gains on investments                                                -          20,387        2,798         36,486 
Change in net unrealized appreciation/depreciation of investments                -          77,334      (53,168)       247,560 
                                                                        =======================================================
Net increase in net assets resulting from operations                       $     -        $426,944     $ 33,984     $1,112,655 
                                                                        =======================================================


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
                                                                             Fidelity           Fidelity Equity    Fidelity High
                                                                            Contrafund              Income           Income    
                                                                            Division (1)           Division(1)      Division (1)
                                                                        ------------------------------------------------------ 
                                                                        ------------------------------------------------------ 
<S>                                                                         <C>                  <C>              <C>
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                                $   17,790           $ 18,251         $ 31,106
   Capital gains distributions                                                 130,883             64,952           19,765
                                                                        ------------------------------------------------------
                                                                               148,673             83,203           50,871
Expenses:
   Mortality and expense risks                                                  37,872             24,478            7,171
                                                                        ------------------------------------------------------
Net investment income (loss)                                                   110,801             58,725           43,700

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                      12,594              5,628          (11,177)
Change in net unrealized appreciation/depreciation of investments            1,240,221            219,300          (81,364)
                                                                        ======================================================
Net increase (decrease) in net assets resulting from operations             $1,363,616           $283,653         $(48,841)
                                                                        ======================================================

Year ended December 31, 1997 Investment income (loss) Income:
   Dividends                                                                $        -           $      -         $      -
   Capital gains distributions                                                       -                  -                -
                                                                        ------------------------------------------------------
                                                                                     -                  -                -
Expenses:
   Mortality and expense risks                                                   6,014              3,260            1,353
                                                                        ------------------------------------------------------
Net investment income (loss)                                                    (6,014)            (3,260)          (1,353)

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                                  850                630            3,224
Change in net unrealized appreciation/depreciation of investments              115,040             72,538           20,931
                                                                        ======================================================
Net increase (decrease) in net assets resulting from operations             $  109,876           $ 69,908         $ 22,802
                                                                        ======================================================
Year ended December 31, 1996 Investment income Income:
   Dividends                                                                $        -           $      -         $      -
   Capital gains distributions                                                       -                  -                -

Expenses:                                                                ------------------------------------------------------
                                                                                     -                  -                -
   Mortality and expense risks                                                       -                  -                -
                                                                         ------------------------------------------------------
Net investment income                                                                -                  -                -

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                                    -                  -                -
Change in net unrealized appreciation/depreciation of investments                    -                  -                -
                                                                        ======================================================
Net increase in net assets resulting from operations                        $        -           $      -         $      -
                                                                        ======================================================


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                      Statements of Operations (continued)

                  Years ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
                                                                                 Government
                                                                                 Securities        Growth
                                                                                Division (1)      Division (1)
                                                                               ----------------  --------------
<S>                                                                                <C>             <C>
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                                       $111,671        $ 46,962
   Capital gains distributions                                                            -          44,586
                                                                               ----------------  --------------
                                                                                    111,671          91,548
Expenses:
   Mortality and expense risks                                                       14,161          22,163
                                                                               ----------------  --------------
Net investment income (loss)                                                         97,510          69,385

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                            1,370           8,386
Change in net unrealized appreciation/depreciation of investments                    (6,358)        437,013
                                                                               ================  ==============
Net increase (decrease) in net assets resulting from operations                    $ 92,522        $514,784
                                                                               ================  ==============

Year ended December 31, 1997 Investment income (loss) Income:
   Dividends                                                                       $  5,365        $  9,349
   Capital gains distributions                                                            -           5,271
                                                                               ----------------  --------------
                                                                                      5,365          14,620
Expenses:
   Mortality and expense risks                                                          138           2,499
                                                                               ----------------  --------------
Net investment income (loss)                                                          5,227          12,121

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                                        15             299
Change in net unrealized appreciation/depreciation of investments                    (3,162)         30,996
                                                                               ----------------  ----------------
Net increase (decrease) in net assets resulting from operations                    $  2,080        $ 43,416
                                                                               ================  ==============

Year ended December 31, 1996 Investment income Income:
   Dividends                                                                       $      -        $      -
   Capital gains distributions                                                            -               -
                                                                               ----------------  --------------
                                                                                          -               -
Expenses:
   Mortality and expense risks                                                            -               -
                                                                               ----------------  --------------
Net investment income                                                                     -               -

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                                         -               -
Change in net unrealized appreciation/depreciation of investments                         -               -
                                                                               ----------------  --------------

Net increase in net assets resulting from operations                               $      -        $      -
                                                                               ================  ==============

(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>



<TABLE>
<CAPTION>
                                                                                   High                           International  
                                                                                  Yield        International      SmallCap       
                                                                                 Division       Division(1)       Division(2)    
                                                                            -----------------------------------------------------
                                                                            -----------------------------------------------------
<S>                                                                             <C>              <C>              <C>
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                                    $202,766         $118,274         $  851         
   Capital gains distributions                                                         -          238,049              -         
                                                                            -----------------------------------------------------
                                                                                 202,766          356,323            851         
Expenses:
   Mortality and expense risks                                                    16,917           47,404            732         
                                                                            -----------------------------------------------------
Net investment income (loss)                                                     185,849          308,919            119         

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                        (1,713)           5,582            (148)       
Change in net unrealized appreciation/depreciation of investments               (222,572)          (8,068)         15,012        
                                                                            =====================================================
Net increase (decrease) in net assets resulting from operations                 $(38,436)        $306,433         $14,983        
                                                                            =====================================================
Year ended December 31, 1997 Investment income (loss) Income:
   Dividends                                                                    $162,794         $ 44,308         $    -         
   Capital gains distributions                                                         -           73,919              -         
                                                                            -----------------------------------------------------
                                                                                 162,794          118,227              -         
Expenses:
   Mortality and expense risks                                                    11,434            9,278              -         
                                                                            -----------------------------------------------------
Net investment income (loss)                                                     151,360          108,949              -         

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                                 19,548              678              -         
Change in net unrealized appreciation/depreciation of investments                (27,928)        (165,660)             -         
                                                                            =====================================================
Net increase (decrease) in net assets resulting from operations                 $142,980         $(56,033)        $    -         
                                                                            =====================================================


Year ended December 31, 1996 Investment income Income:
   Dividends                                                                    $107,701         $      -         $    -         
   Capital gains distributions                                                         -                -              -         
                                                                            -----------------------------------------------------
                                                                                 107,701                -              -         
Expenses:
   Mortality and expense risks                                                     7,858                -              -         
                                                                            -----------------------------------------------------
Net investment income                                                             99,843                -              -         

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                                     70                -              -         
Change in net unrealized appreciation/depreciation of investments                 34,507                -              -         
                                                                            =====================================================
Net increase in net assets resulting from operations                            $134,420         $      -         $    -         
                                                                            =====================================================


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
                                                                                                       MidCap         Money
                                                                        MicroCap        MidCap         Growth         Market
                                                                        Division(2)    Division       Division(2)    Division
                                                                        ------------------------------------------------------
                                                                        ------------------------------------------------------
<S>                                                                     <C>          <C>             <C>             <C>
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                            $ 620        $  146,679      $    -          $290,641
   Capital gains distributions                                              -         1,383,017           -               -
                                                                        ------------------------------------------------------
                                                                          620         1,529,696           -           290,641
Expenses:
   Mortality and expense risks                                            326           185,626          637           67,849
                                                                        ------------------------------------------------------
Net investment income (loss)                                              294         1,344,070         (637)         222,792

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                (681)       1,170,701          249              -
Change in net unrealized appreciation/depreciation of investments        1,093       (1,927,129)      28,009              -
                                                                        ======================================================
Net increase (decrease) in net assets resulting from operations         $  706       $  587,642      $27,621         $222,792
                                                                        ======================================================
Year ended December 31, 1997 Investment income (loss) Income:
   Dividends                                                            $   -        $  121,340      $    -          $119,402
   Capital gains distributions                                              -           390,128           -               -
                                                                        ------------------------------------------------------
                                                                            -           511,468           -           119,402
Expenses:
   Mortality and expense risks                                              -           127,942           -            24,697
                                                                        ------------------------------------------------------
Net investment income (loss)                                                -           383,526           -            94,705

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                           -         1,366,571           -               -
Change in net unrealized appreciation/depreciation of investments           -         1,395,355           -               -
                                                                        ======================================================
Net increase (decrease) in net assets resulting from operations         $   -        $3,145,452      $    -          $ 94,705
                                                                        ======================================================


Year ended December 31, 1996 Investment income Income:
   Dividends                                                            $   -        $   99,423      $    -          $ 47,021
   Capital gains distributions                                              -           250,692           -               -
                                                                        ------------------------------------------------------
                                                                            -           350,115           -            47,021
Expenses:
   Mortality and expense risks                                              -            74,424           -             8,008
                                                                        ------------------------------------------------------
Net investment income                                                       -           275,691           -            39,013

Realized and unrealized gains (losses) on investments
Net realized gains on investments                                           -           136,928           -               -
Change in net unrealized appreciation/depreciation of investments           -         1,479,684           -               -
                                                                        ======================================================
Net increase in net assets resulting from operations                    $   -        $1,892,303      $    -          $ 39,013
                                                                        ======================================================


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                      Statements of Operations (continued)

                          Year ended December 31, 1998


<TABLE>
<CAPTION>
                                                                          Putnam Global           Putnam
                                                                         Asset Allocation          Vista
                                                                           Division(2)          Division(2)
                                                                        -----------------      -----------
<S>                                                                         <C>                <C>        
Year ended December 31, 1998 Investment income (loss) Income:                                         
   Dividends                                                                $    -             $     -
   Capital gains distributions                                                   -                   -
                                                                        -----------------      -----------
                                                                                 -                   -
Expenses:                                                                                             
   Mortality and expense risks                                                 120                 174
                                                                        -----------------      -----------
Net investment income (loss)                                                  (120)               (174)
                                                                                                      
Realized and unrealized gains (losses) on investments                                                 
Net realized gains (losses) on investments                                     140                 252
Change in net unrealized appreciation/depreciation of investments            4,313              20,737
                                                                        =================      ===========
Net increase (decrease) in net assets resulting from operations             $4,333             $20,815
                                                                        =================      ===========


(2) Commenced operations May 1, 1998.


See accompanying notes.
</TABLE>




<TABLE>
<CAPTION>
                                                                              Putnam                                        
                                                                              Voyager          Real Estate      SmallCap    
                                                                              Division (2)     Division (2)    Division (2) 
                                                                          --------------------------------------------------
                                                                          --------------------------------------------------
<S>                                                                           <C>              <C>            <C>
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                                  $      -         $867           $    24       
   Capital gains distributions                                                       -            -                 -       
                                                                          --------------------------------------------------
                                                                                     -          867                24       
Expenses:
   Mortality and expense risks                                                   1,414           56               557       
                                                                          --------------------------------------------------
Net investment income (loss)                                                    (1,414)         811              (533)      

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                          45          (64)              (75)      
Change in net unrealized appreciation/depreciation of investments              105,601         (320)           11,967       
                                                                          ==================================================
Net increase (decrease) in net assets resulting from operations               $104,232         $427           $11,359       
                                                                          ==================================================


(2) Commenced operations May 1, 1998.


See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
                                                                               SmallCap          SmallCap 
                                                                                Growth            Value         Utilities
                                                                              Division(2)       Division(2)    Division(2)
                                                                          ---------------------------------------------
                                                                          ---------------------------------------------
<S>                                                                           <C>              <C>            <C>
Year ended December 31, 1998 Investment income (loss) Income:
   Dividends                                                                  $     -          $  512          $ 624
   Capital gains distributions                                                      -               -              -
                                                                          ---------------------------------------------
                                                                                    -             512            624
Expenses:
   Mortality and expense risks                                                    385             255             64
                                                                          ---------------------------------------------
Net investment income (loss)                                                     (385)            257            560

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                        (20)           (136)           372
Change in net unrealized appreciation/depreciation of investments              31,970           5,416          2,337
                                                                          =============================================
Net increase (decrease) in net assets resulting from operations               $31,565          $5,537         $3,269
                                                                          =============================================


(2) Commenced operations May 1, 1998.


See accompanying notes.
</TABLE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                       Statements of Changes in Net Assets

                          Year ended December 31, 1998


<TABLE>
<CAPTION>
                                                                                               Aggressive
                                                                                                 Growth 
                                                                                 Combined      Division (1)
                                                                           ---------------------------------
<S>                                                                           <C>             <C>
Net assets at January 1, 1998                                                 $  57,094,676   $  3,915,455

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                  4,736,458        527,171
   Net realized gains (losses) on investments                                    1,677,430         11,214
   Change in net unrealized appreciation/depreciation of investments             1,393,781        947,122
                                                                           ---------------------------------
Net increase (decrease) in net assets resulting from operations                  7,807,669      1,485,507

Policy related transactions:
   Net premium payments, less sales charges and applicable
     premium taxes                                                             120,735,689     11,625,624
   Contract terminations and surrenders                                         (9,524,969)      (103,562)
   Death benefit payments                                                          (30,033)        (2,799)
   Policy loan transfers                                                        (1,569,958)      (179,094)
   Transfers to other contracts                                                (42,264,927)    (1,075,297)
   Cost of insurance and administration charges                                (10,698,734)    (1,364,250)
   Surrender charges                                                              (458,138)       (57,543)
                                                                           ---------------------------------
Increase in net assets from policy related transactions                         56,188,930      8,843,079
                                                                           ---------------------------------
Total increase                                                                  63,996,599     10,328,586
                                                                           ---------------------------------
Net assets at December 31, 1998                                               $121,091,275    $14,244,041
                                                                           =================================


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.


See accompanying notes.

</TABLE>
<TABLE>
<CAPTION>
                                                                              Asset                                    Capital    
                                                                           Allocation    Balanced        Bond           Value     
                                                                           Division(1)   Division      Division        Division   
                                                                           -------------------------------------------------------
<S>                                                                       <C>         <C>            <C>            <C>           
Net assets at January 1, 1998                                             $  561,781  $5,707,028     $2,270,847     $11,822,941   

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                               67,483     513,365        178,007       1,009,903   
   Net realized gains (losses) on investments                                 (1,770)    161,523         33,503         281,655   
   Change in net unrealized appreciation/depreciation of investments          10,057     118,060        (19,726)        461,090   
                                                                        ----------------------------------------------------------
Net increase (decrease) in net assets resulting from operations               75,770     792,948        191,784       1,752,648   

Policy related transactions:
   Net premium payments, less sales charges and applicable
     premium taxes                                                         1,591,693   7,040,409      3,302,871      16,284,235   
   Contract terminations and surrenders                                       (4,085) (1,368,274)      (302,397)     (2,480,693)  
   Death benefit payments                                                          -        (517)        (1,856)         (6,646)  
   Policy loan transfers                                                     (10,991)   (244,822)       (81,085)       (170,516)  
   Transfers to other contracts                                             (480,701) (1,287,295)    (1,034,053)     (2,543,349)  
   Cost of insurance and administration charges                             (138,368)   (718,018)      (377,536)     (1,611,497)  
   Surrender charges                                                          (2,270)    (42,270)       (15,330)        (75,181)  
                                                                        ----------------------------------------------------------
Increase in net assets from policy related transactions                      955,278   3,379,213      1,490,614       9,396,353   
                                                                        ----------------------------------------------------------
Total increase                                                             1,031,048   4,172,161      1,682,398      11,149,001   
                                                                        ----------------------------------------------------------
Net assets at December 31, 1998                                           $1,592,829  $9,879,189     $3,953,245     $22,971,942   
                                                                        ==========================================================


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.


See accompanying notes.

</TABLE>
<TABLE>
<CAPTION>
                                                                             Fidelity     Fidelity Equity    Fidelity High
                                                                            Contrafund       Income              Income
                                                                            Division (1)    Division(1)        Division (1)
                                                                         -----------------------------------------------------
<S>                                                                       <C>              <C>              <C>
Net assets at January 1, 1998                                             $2,089,509       $1,018,314       $  329,510

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                              110,801           58,725           43,700
   Net realized gains (losses) on investments                                 12,594            5,628          (11,177)
   Change in net unrealized appreciation/depreciation of investments       1,240,221          219,300          (81,364)
                                                                         --------------------------------------------------
Net increase (decrease) in net assets resulting from operations            1,363,616          283,653          (48,841)

Policy related transactions:
   Net premium payments, less sales charges and applicable
     premium taxes                                                         6,142,338        4,698,442        1,259,486
   Contract terminations and surrenders                                      (74,844)         (17,461)          (4,697)
   Death benefit payments                                                       (402)          (3,431)          (1,170)
   Policy loan transfers                                                    (145,298)         (69,698)         (53,013)
   Transfers to other contracts                                             (678,221)        (572,136)        (318,315)
   Cost of insurance and administration charges                             (632,111)        (422,440)         (95,559)
   Surrender charges                                                         (41,586)          (9,702)          (2,610)
                                                                         --------------------------------------------------
Increase in net assets from policy related transactions                    4,569,876        3,603,574          784,122
                                                                         --------------------------------------------------
Total increase                                                             5,933,492        3,887,227          735,281
                                                                         --------------------------------------------------
Net assets at December 31, 1998                                           $8,023,001       $4,905,541       $1,064,791
                                                                         ==================================================


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.


See accompanying notes.

</TABLE>
<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)

                          Year ended December 31, 1998



<TABLE>
<CAPTION>
                                                                             Government
                                                                             Securities    Growth Division
                                                                            Division (1)         (1)
                                                                           ---------------------------------
<S>                                                                            <C>             <C>
Net assets at January 1, 1998                                                  $  104,221      $  921,533

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                    97,510          69,385
   Net realized gains (losses) on investments                                       1,370           8,386
   Change in net unrealized appreciation/depreciation of investments               (6,358)        437,013
                                                                           ---------------------------------
Net increase (decrease) in net assets resulting from operations                    92,522         514,784

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes
                                                                                3,283,931       4,050,726
   Contract terminations and surrenders                                            (1,547)        (24,252)
   Death benefit payments                                                               -               -
   Policy loan transfers                                                           (9,130)        (33,585)
   Transfers to other contracts                                                   (93,010)       (235,746)
   Cost of insurance and administration charges                                  (109,416)       (419,150)
   Surrender charges                                                                 (859)        (13,475)
                                                                           ---------------------------------
Increase in net assets from policy related transactions                         3,069,969       3,324,518
                                                                           ---------------------------------
Total increase                                                                  3,162,491       3,839,302
                                                                           =================================
Net assets at December 31, 1998                                                $3,266,712      $4,760,835
                                                                           =================================


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.


See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
                                                                                                            International   
                                                                             High Yield     International      SmallCap     
                                                                              Division      Division (1)     Division (2)   
                                                                          --------------------------------------------------
<S>                                                                          <C>             <C>              <C>           
Net assets at January 1, 1998                                                $2,092,182      $2,716,270       $     -       

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                 185,849         308,919            119      
   Net realized gains (losses) on investments                                    (1,713)          5,582           (148)     
   Change in net unrealized appreciation/depreciation of investments           (222,572)         (8,068)        15,012      
                                                                          --------------------------------------------------
Net increase (decrease) in net assets resulting from operations                 (38,436)        306,433         14,983      

Policy related transactions:
   Net premium payments, less sales charges and applicable
     premium taxes                                                              654,374       6,275,718        334,028      
   Contract terminations and surrenders                                        (223,218)        (52,096)          (509)     
   Death benefit payments                                                             -          (2,388)             -      
   Policy loan transfers                                                         (2,756)        (93,812)             -      
   Transfers to other contracts                                                 (82,650)       (623,489)       (18,167)     
   Cost of insurance and administration charges                                (126,865)       (697,441)       (13,862)     
   Surrender charges                                                             (3,532)        (28,946)          (283)     
                                                                          --------------------------------------------------
Increase in net assets from policy related transactions                         215,353       4,777,546        301,207      
                                                                          --------------------------------------------------
Total increase                                                                  176,917       5,083,979        316,190      
                                                                          --------------------------------------------------
Net assets at December 31, 1998                                              $2,269,099      $7,800,249       $316,190      
                                                                          ==================================================

(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.


See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
                                                                                                      MidCap Growth   Money Market
                                                                          MicroCap    MidCap Division  Division (2)     Division
                                                                        Division (2)
                                                                        -----------------------------------------------------------
<S>                                                                        <C>          <C>              <C>          <C>         
Net assets at January 1, 1998                                              $     -      $19,216,629      $     -      $ 4,328,456

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                 294       1,344,070          (637)        222,792
   Net realized gains (losses) on investments                                  (681)      1,170,701           249               -
   Change in net unrealized appreciation/depreciation of investments          1,093      (1,927,129)       28,009               -
                                                                        -----------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                 706         587,642        27,621         222,792

Policy related transactions:
   Net premium payments, less sales charges and applicable
     premium taxes                                                          158,559      15,747,739       306,597      36,243,366
   Contract terminations and surrenders                                           -      (4,608,554)          (24)       (258,565)
   Death benefit payments                                                         -          (9,498)            -          (1,326)
   Policy loan transfers                                                     (2,410)       (462,004)            -          (8,878)
   Transfers to other contracts                                              (2,484)     (2,445,385)       (4,378)    (30,709,128)
   Cost of insurance and administration charges                              (4,993)     (2,424,710)      (13,899)     (1,455,420)
   Surrender charges                                                              -        (138,249)          (14)        (26,181)
                                                                        -----------------------------------------------------------
Increase in net assets from policy related transactions                     148,672       5,659,339       288,282       3,783,868
                                                                        -----------------------------------------------------------
Total increase                                                              149,378       6,246,981       315,903       4,006,660
                                                                        -----------------------------------------------------------
Net assets at December 31, 1998                                            $149,378     $25,463,610      $315,903     $ 8,335,116
                                                                        ===========================================================

(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.


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

                 Statements of Changes in Net Assets (continued)

                          Year ended December 31, 1998

<TABLE>
<CAPTION>
                                                                                   Putnam Global       Putnam Vista
                                                                                  Asset Allocation      Division (2)
                                                                                   Division (2)
                                                                           ------------------------   ----------
<S>                                                                               <C>                 <C>
Net assets at January 1, 1998                                                     $     -             $      -

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                      (120)                (174)
   Net realized gains (losses) on investments                                         140                  252
   Change in net unrealized appreciation/depreciation of investments                4,313               20,737
                                                                           ------------------------   ----------
Net increase (decrease) in net assets resulting from operations                     4,333               20,815

Policy related transactions:
   Net premium payments, less sales charges and applicable 
     premium taxes                                                                 76,196              114,287
   Contract terminations and surrenders                                                 -                    -
   Death benefit payments                                                               -                    -
   Policy loan transfers                                                                -                    -
   Transfers to other contracts                                                    (1,426)              (7,306)
   Cost of insurance and administration charges                                    (3,872)              (4,745)
   Surrender charges                                                                    -                    -
                                                                           ------------------------   ----------
Increase in net assets from policy related transactions                            70,898              102,236
                                                                           ------------------------   ----------
Total increase                                                                     75,231              123,051
                                                                           ------------------------   ----------
Net assets at December 31, 1998                                                   $75,231             $123,051
                                                                           ========================   ==========


(2) Commenced operations May 1, 1998.


See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
                                                                                 Putnam Voyager      Real Estate        SmallCap   
                                                                                  Division (2)       Division (2)      Division (2)
                                                                           --------------------------------------------------------
<S>                                                                             <C>                <C>               <C>
Net assets at January 1, 1998                                                   $      -           $     -           $      -      

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                   (1,414)              811               (533)     
   Net realized gains (losses) on investments                                         45               (64)               (75)     
   Change in net unrealized appreciation/depreciation of investments             105,601              (320)            11,967      
                                                                           --------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                  104,232               427             11,359      

Policy related transactions:
   Net premium payments, less sales charges and applicable
     premium taxes                                                               868,001            33,346            251,162      
   Contract terminations and surrenders                                              (93)              (23)               (25)     
   Death benefit payments                                                              -                 -                  -      
   Policy loan transfers                                                          (2,429)                -               (241)     
   Transfers to other contracts                                                  (32,669)             (406)            (3,354)     
   Cost of insurance and administration charges                                  (37,442)           (1,622)            (8,251)     
   Surrender charges                                                                 (52)              (13)               (14)     
                                                                           --------------------------------------------------------
Increase in net assets from policy related transactions                          795,316            31,282            239,277      
                                                                           --------------------------------------------------------
Total increase                                                                   899,548            31,709            250,636      
                                                                           --------------------------------------------------------
Net assets at December 31, 1998                                                 $899,548           $31,709           $250,636      
                                                                           ========================================================


(2) Commenced operations May 1, 1998.


See accompanying notes.
</TABLE>
<TABLE>
<CAPTION>
                                                                                  SmallCap Growth    SmallCap Value     Utilities
                                                                                   Division (2)       Division (2)     Division (2)
                                                                              ----------------------------------------------------
<S>                                                                             <C>                <C>               <C>
Net assets at January 1, 1998                                                   $    -             $      -          $     -

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                     (385)               257              560
   Net realized gains (losses) on investments                                        (20)              (136)             372
   Change in net unrealized appreciation/depreciation of investments              31,970              5,416            2,337
                                                                              ----------------------------------------------------
Net increase (decrease) in net assets resulting from operations                   31,565              5,537            3,269

Policy related transactions:
   Net premium payments, less sales charges and applicable
     premium taxes                                                               193,803            145,362           53,396
   Contract terminations and surrenders                                              (22)               (28)               -
   Death benefit payments                                                              -                  -                -
   Policy loan transfers                                                               -                  -             (196)
   Transfers to other contracts                                                   (6,641)              (828)          (8,493)
   Cost of insurance and administration charges                                   (8,998)            (5,889)          (2,380)
   Surrender charges                                                                 (12)               (16)               -
                                                                              ----------------------------------------------------
Increase in net assets from policy related transactions                          178,130            138,601           42,327
                                                                              ----------------------------------------------------
Total increase                                                                   209,695            144,138           45,596
                                                                              ----------------------------------------------------
Net assets at December 31, 1998                                                 $209,695           $144,138          $45,596
                                                                              ====================================================


(2) Commenced operations May 1, 1998.


See accompanying notes.
</TABLE>
<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)

                     Years ended December 31, 1997 and 1996

<TABLE>
<CAPTION>
                                                                                                Aggressive
                                                                                                  Growth
                                                                                 Combined      Division (1)
                                                                             --------------------------------
<S>                                                                             <C>               <C>
Net assets at January 1, 1996                                                   $16,678,135       $       -

Increase (decrease) in net assets
Operations:
   Net investment income                                                          1,656,733               -
   Net realized gains on investments                                                196,669               -
   Change in net unrealized appreciation/depreciation of investments              1,785,917               -
                                                                             --------------------------------
Net increase in net assets resulting from operations                              3,639,319               -

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes         18,395,810               -
   Contract terminations and surrenders                                            (722,867)              -
   Death benefit payments                                                           (37,233)              -
   Policy loan transfers                                                           (473,677)              -
   Transfers to other contracts                                                  (5,580,579)              -
   Cost of insurance and administration charges                                  (2,456,536)              -
   Surrender charges                                                                (97,354)              -
                                                                             --------------------------------
Increase in net assets from policy related transactions                           9,027,564               -
                                                                             --------------------------------
Total increase                                                                   12,666,883               -
                                                                             --------------------------------
Net assets at December 31, 1996                                                  29,345,018               -

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                   2,719,814         406,348
   Net realized gains on investments                                              1,992,490           2,207
   Change in net unrealized appreciation/depreciation of investments              2,414,102         (55,253)
                                                                             --------------------------------
Net increase (decrease) in net assets resulting from operations                   7,126,406         353,302

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes         51,193,569       3,869,959
   Contract terminations and surrenders                                         (10,340,289)         (5,409)
   Death benefit payments                                                           (35,772)              -
   Policy loan transfers                                                           (990,280)        (12,314)
   Transfers to other contracts                                                 (14,297,011)        (56,802)
   Cost of insurance and administration charges                                  (4,726,082)       (225,959)
   Surrender charges                                                               (180,883)         (7,322)
                                                                             --------------------------------
Increase in net assets from policy related transactions                          20,623,252       3,562,153
                                                                             --------------------------------
Total increase                                                                   27,749,658       3,915,455
                                                                             --------------------------------
Net assets at December 31, 1997                                                  57,094,676       3,915,455


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
                                                                              Asset                                       Capital   
                                                                           Allocation        Balanced        Bond          Value    
                                                                            Division         Division      Division       Division  
                                                                               (1)
                                                                           ---------------------------------------------------------
<S>                                                                        <C>         <C>             <C>           <C>
Net assets at January 1, 1996                                              $     -     $ 2,794,881     $  922,511    $3,975,025    

Increase (decrease) in net assets
Operations:
   Net investment income                                                         -        329,223         84,354        828,609     
   Net realized gains on investments                                             -         20,387          2,798         36,486     
   Change in net unrealized appreciation/depreciation of investments             -         77,334        (53,168)       247,560     
                                                                           ---------------------------------------------------------
Net increase in net assets resulting from operations                             -        426,944         33,984      1,112,655     

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes         -      1,743,079        953,519      2,993,788     
   Contract terminations and surrenders                                          -        (98,967)       (23,277)      (167,257)    
   Death benefit payments                                                        -        (11,941)           (81)       (17,425)    
   Policy loan transfers                                                         -         (9,028)       (21,841)      (153,962)    
   Transfers to other contracts                                                  -       (161,403)      (115,001)      (217,253)    
   Cost of insurance and administration charges                                  -       (325,580)      (103,879)      (481,237)    
   Surrender charges                                                             -        (13,328)        (3,135)       (22,526)    
                                                                           ---------------------------------------------------------
Increase in net assets from policy related transactions                          -      1,122,832        686,305      1,934,128     
                                                                           ---------------------------------------------------------
Total increase                                                                   -      1,549,776        720,289      3,046,783     
                                                                           ---------------------------------------------------------
Net assets at December 31, 1996                                                  -      4,344,657      1,642,800      7,021,808     

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                             52,311        457,569        121,465        936,861     
   Net realized gains on investments                                           549        236,637         18,598        342,684     
   Change in net unrealized appreciation/depreciation of investments       (23,876)       104,396         55,567        895,157     
                                                                           ---------------------------------------------------------
Net increase (decrease) in net assets resulting from operations             28,984        798,602        195,630      2,174,702     

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes   562,968      3,035,179      1,595,001      6,782,066     
   Contract terminations and surrenders                                        (15)    (1,398,821)      (414,701)    (2,651,564)    
   Death benefit payments                                                        -              -              -         (8,829)    
   Policy loan transfers                                                    (6,314)      (145,315)       (55,770)      (183,175)    
   Transfers to other contracts                                               (690)      (454,671)      (434,583)      (441,824)    
   Cost of insurance and administration charges                            (23,132)      (450,585)      (250,798)      (827,795)    
   Surrender charges                                                           (20)       (22,018)        (6,732)       (42,448)    
                                                                           ---------------------------------------------------------
Increase in net assets from policy related transactions                    532,797        563,769        432,417      2,626,431     
                                                                           ---------------------------------------------------------
Total increase                                                             561,781      1,362,371        628,047      4,801,133     
                                                                           ---------------------------------------------------------
Net assets at December 31, 1997                                            561,781      5,707,028      2,270,847     11,822,941     


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998. 

See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
                                                                                    Fidelity      Fidelity Equity     Fidelity High
                                                                                   Contrafund     Income Division        Income
                                                                                  Division (1)          (1)           Division (1)
                                                                            ------------------------------------------------------
<S>                                                                            <C>               <C>                  <C>
Net assets at January 1, 1996                                                  $       -         $       -            $     -

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

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes               -                 -                  -
   Contract terminations and surrenders                                                -                 -                  -
   Death benefit payments                                                              -                 -                  -
   Policy loan transfers                                                               -                 -                  -
   Transfers to other contracts                                                        -                 -                  -
   Cost of insurance and administration charges                                        -                 -                  -
   Surrender charges                                                                   -                 -                  -
                                                                            ------------------------------------------------------
Increase in net assets from policy related transactions                                -                 -                  -
                                                                            ------------------------------------------------------
Total increase                                                                         -                 -                  -
                                                                            ------------------------------------------------------
Net assets at December 31, 1996                                                        -                 -                  -

Increase (decrease) in net assets 
Operations:
   Net investment income (loss)                                                   (6,014)           (3,260)            (1,353)
   Net realized gains on investments                                                 850               630              3,224
   Change in net unrealized appreciation/depreciation of investments             115,040            72,538             20,931
                                                                            ------------------------------------------------------
Net increase (decrease) in net assets resulting from operations                  109,876            69,908             22,802

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes       2,125,905         1,018,045            369,108
   Contract terminations and surrenders                                             (666)             (740)              (262)
   Death benefit payments                                                              -                 -                  -
   Policy loan transfers                                                          (9,953)             (800)           (26,280)
   Transfers to other contracts                                                  (24,082)           (9,962)           (20,415)
   Cost of insurance and administration charges                                 (110,670)          (57,135)           (15,088)
   Surrender charges                                                                (901)           (1,002)              (355)
                                                                            ------------------------------------------------------
Increase in net assets from policy related transactions                        1,979,633           948,406            306,708
                                                                            ------------------------------------------------------
Total increase                                                                 2,089,509         1,018,314            329,510
                                                                            ------------------------------------------------------
Net assets at December 31, 1997                                                2,089,509         1,018,314            329,510


(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>
<PAGE>




                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)

                     Years ended December 31, 1997 and 1996

<TABLE>
<CAPTION>
                                                                                   Government
                                                                                   Securities       Growth
                                                                                   Division (1)    Division (1)
                                                                             --------------------------------
<S>                                                                               <C>              <C>
Net assets at January 1, 1996                                                     $     -          $     -

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

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes                -                -
   Contract terminations and surrenders                                                 -                -
   Death benefit payments                                                               -                -
   Policy loan transfers                                                                -                -
   Transfers to other contracts                                                         -                -
   Cost of insurance and administration charges                                         -                -
   Surrender charges                                                                    -                -
                                                                             --------------------------------
Increase in net assets from policy related transactions                                 -                -
                                                                             --------------------------------
Total increase                                                                          -                -
                                                                             --------------------------------
Net assets at December 31, 1996                                                         -                -

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                     5,227           12,121
   Net realized gains on investments                                                   15              299
   Change in net unrealized appreciation/depreciation of investments               (3,162)          30,996
                                                                             --------------------------------
Net increase (decrease) in net assets resulting from operations                     2,080           43,416

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes          109,941          938,351
   Contract terminations and surrenders                                                 -             (168)
   Death benefit payments                                                               -                -
   Policy loan transfers                                                                -              (73)
   Transfers to other contracts                                                    (1,786)          (1,396)
   Cost of insurance and administration charges                                    (6,014)         (58,369)
   Surrender charges                                                                    -             (228)
                                                                             --------------------------------
Increase in net assets from policy related transactions                           102,141          878,117
                                                                             --------------------------------
Total increase                                                                    104,221          921,533
                                                                             --------------------------------
Net assets at December 31, 1997                                                   104,221          921,533

(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
                                                                                  High                       International    
                                                                                  Yield        International     SmallCap     
                                                                                Division       Division (1)    Division (2)   
                                                                             -------------------------------------------------
<S>                                                                             <C>            <C>                   <C>      
Net assets at January 1, 1996                                                   $ 854,028      $       -             $-       

Increase (decrease) in net assets
Operations:
   Net investment income                                                           99,843              -              -       
   Net realized gains on investments                                                   70              -              -       
   Change in net unrealized appreciation/depreciation of investments               34,507              -              -       
                                                                             -------------------------------------------------
Net increase in net assets resulting from operations                              134,420              -              -       

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes          507,382              -              -       
   Contract terminations and surrenders                                           (15,620)             -              -       
   Death benefit payments                                                               -              -              -       
   Policy loan transfers                                                            3,597              -              -       
   Transfers to other contracts                                                   (56,488)             -              -       
   Cost of insurance and administration charges                                   (99,942)             -              -       
   Surrender charges                                                               (2,104)             -              -       
                                                                             -------------------------------------------------
Increase in net assets from policy related transactions                           336,825              -              -       
                                                                             -------------------------------------------------
Total increase                                                                    471,245              -              -       
                                                                             -------------------------------------------------
Net assets at December 31, 1996                                                 1,325,273              -              -       

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                   151,360        108,949              -       
   Net realized gains on investments                                               19,548            678              -       
   Change in net unrealized appreciation/depreciation of investments              (27,928)      (165,660)             -       
                                                                             -------------------------------------------------
Net increase (decrease) in net assets resulting from operations                   142,980        (56,033)             -       

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes        1,100,347      3,053,987              -       
   Contract terminations and surrenders                                          (254,148)        (1,601)             -       
   Death benefit payments                                                          (1,913)             -              -       
   Policy loan transfers                                                          (38,855)       (20,879)             -       
   Transfers to other contracts                                                   (56,489)      (102,897)             -       
   Cost of insurance and administration charges                                  (121,092)      (154,140)             -       
   Surrender charges                                                               (3,921)        (2,167)             -       
                                                                             -------------------------------------------------
Increase in net assets from policy related transactions                           623,929      2,772,303              -       
                                                                             -------------------------------------------------
Total increase                                                                    766,909      2,716,270              -       
                                                                             -------------------------------------------------
Net assets at December 31, 1997                                                 2,092,182      2,716,270              -       

(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>

<TABLE>
<CAPTION>
                                                                                                              MidCap       Money
                                                                                 MicroCap        MidCap       Growth       Market
                                                                                Division(2)     Division     Division(2)  Division
                                                                                ---------------------------------------------------
<S>                                                                              <C>        <C>               <C>      <C>
Net assets at January 1, 1996                                                    $-          $7,728,821       $-       $   402,869

Increase (decrease) in net assets
Operations:
   Net investment income                                                          -             275,691         -           39,013
   Net realized gains on investments                                              -             136,928         -                -
   Change in net unrealized appreciation/depreciation of investments              -           1,479,684         -                -
                                                                                ---------------------------------------------------
Net increase in net assets resulting from operations                              -           1,892,303         -           39,013

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes          -           6,727,306         -        5,470,736
   Contract terminations and surrenders                                           -            (390,394)        -          (27,352)
   Death benefit payments                                                         -              (7,786)        -                -
   Policy loan transfers                                                          -            (276,069)        -          (16,374)
   Transfers to other contracts                                                   -            (785,468)        -       (4,244,966)
   Cost of insurance and administration charges                                   -          (1,131,138)        -         (314,760)
   Surrender charges                                                              -             (52,577)        -           (3,684)
                                                                                ---------------------------------------------------
Increase in net assets from policy related transactions                           -           4,083,874         -          863,600
                                                                                ---------------------------------------------------
Total increase                                                                    -           5,976,177         -          902,613
                                                                                ---------------------------------------------------
Net assets at December 31, 1996                                                   -         13,704,998          -        1,305,482

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                   -             383,525         -           94,705
   Net realized gains on investments                                              -           1,366,571         -                -
   Change in net unrealized appreciation/depreciation of investments              -           1,395,356         -                -
                                                                                ---------------------------------------------------
Net increase (decrease) in net assets resulting from operations                   -           3,145,452         -           94,705

Policy related transactions:
   Net premium payments, less sales charges and applicable premium taxes          -          11,608,767         -       15,023,945
   Contract terminations and surrenders                                           -          (5,304,517)        -         (307,677)
   Death benefit payments                                                         -             (25,030)        -                -
   Policy loan transfers                                                          -            (430,694)        -          (59,858)
   Transfers to other contracts                                                   -          (1,619,014)        -      (11,072,400)
   Cost of insurance and administration charges                                   -          (1,777,795)        -         (647,510)
   Surrender charges                                                              -             (85,538)        -           (8,231)
                                                                                ---------------------------------------------------
Increase in net assets from policy related transactions                           -           2,366,179         -        2,928,269
                                                                                ---------------------------------------------------
Total increase                                                                    -           5,511,631         -        3,022,974
                                                                                ---------------------------------------------------
Net assets at December 31, 1997                                                   -          19,216,629         -        4,328,456

(1)   Commenced operations February 1, 1997.
(2)   Commenced operations May 1, 1998.

See accompanying notes.
</TABLE>
<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                          Notes to Financial Statements

                                December 31, 1998


1. Investment and Accounting Policies

Principal Life Insurance  Company  Variable Life Separate  Account (the Separate
Account) is a segregated  investment account of Principal Life Insurance Company
(Principal  Life,  formerly  Principal  Mutual Life  Insurance  Company)  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  contractholders,   each  division  of  the  Separate  Account  invests
exclusively  in shares  representing  interests  in a  corresponding  investment
option. As of December 31, 1998,  contractholder  investment options include the
following  diversified  open-end  management  investment  companies:   Principal
Variable  Contracts Fund, Inc.,  organized by Principal Life:  Aggressive Growth
Account, Asset Allocation Account, Balanced Account, Bond Account, Capital Value
Account,  Government  Securities  Account,  Growth Account,  High Yield Account,
International Account,  International SmallCap Account, MicroCap Account, MidCap
Account,  MidCap Growth  Account,  Money Market  Account,  Real Estate  Account,
SmallCap Account,  SmallCap Growth Account, SmallCap Value Account and Utilities
Account;  Fidelity Variable  Insurance  Products Fund II: Contrafund  Portfolio;
Fidelity Variable  Insurance  Products Fund:  Equity Income Portfolio;  Fidelity
Variable Insurance  Products Fund: High Income Portfolio;  Putnam Variable Trust
Global  Asset  Allocation  Fund,  Putnam  Variable  Trust  Vista Fund and Putnam
Variable  Trust  Voyager Fund.  Investments  are stated at the closing net asset
values per share on December 31, 1998.

The Principal  Variable Contracts Fund, Inc. (the Fund) was formed on January 1,
1998.  Prior to that date the  accounts  of the Fund were  reported  as separate
mutual  funds.  This  reorganization  resulted  in  changes  to the names of the
following investment options:
<TABLE>
<CAPTION>
                Former Name                                 Name Subsequent to Reorganization
      ------------------------------------------            ---------------------------------
      <S>                                                   <C>
      Principal Aggressive Growth Fund, Inc.                Aggressive Growth Account
      Principal Asset Allocation Fund, Inc.                 Asset Allocation Account
      Principal Balanced Fund, Inc.                         Balanced Account
      Principal Bond Fund, Inc.                             Bond Account
      Principal Capital Accumulation Fund, Inc.             Capital Accumulation Account
      Principal Emerging Growth Fund, Inc.                  Emerging Growth Account
      Principal Government Securities Fund, Inc.            Government Securities Account
      Principal Growth Fund, Inc.                           Growth Account
      Principal High Yield Fund, Inc.                       High Yield Account
      Principal Money Market Fund, Inc.                     Money Market Account
      Principal World Fund, Inc.                            World Account

Effective  May 1,  1998,  the  following  names  within the  Principal  Variable
Contracts Fund, Inc. were changed:
</TABLE>
<TABLE>
<CAPTION>
                Former Name                                      Name as Changed
      ------------------------------------------            ---------------------------------
      <S>                                                   <C>
      Capital Accumulation Account                          Capital Value Account
      Emerging Growth Account                               MidCap Account
      World Account                                         International Account
</TABLE>
<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)


1. Investment and Accounting Policies (continued)

On May 1, 1998,  Principal Life increased  contractholder  investment options to
include:   Principal  Variable  Contracts  Fund,  Inc.:  International  SmallCap
Account,  MicroCap Account, MidCap Growth Account, Real Estate Account, SmallCap
Account,  SmallCap Growth Account, SmallCap Value Account and Utilities Account;
Putnam Variable Trust Global Asset Allocation Fund,  Putnam Variable Trust Vista
Fund and Putnam Variable Trust Voyager Fund.

On February 1, 1997, Principal Life began offering a new product, PrinFlex Life.
This product  increased  the  contractholder  investment  options to include the
following  accounts of the Principal  Variable  Contracts Fund, Inc. (as renamed
pursuant to the  organization of the Fund):  Aggressive  Growth  Account,  Asset
Allocation Account, Government Securities Account, Growth Account, International
Account;  Fidelity Variable  Insurance  Products Fund II: Contrafund  Portfolio;
Fidelity Variable Insurance Products Fund: Equity Income Portfolio; and Fidelity
Insurance Products Fund: High Income Portfolio.

Effective July 1, 1998,  Principal  Mutual Life Insurance  Company (the Company)
formed  a  mutual  insurance  holding  company  and  converted  to a stock  life
insurance  company.  With the  conversion,  the  Company's  name was  changed to
Principal Life Insurance Company.

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.

Use of Estimates in the Preparation of Financial Statements

The preparation of the Separate Account'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.


2. Expenses and Policy Charges

Principal Life is compensated for the following expenses and charges:

   Flex  Variable  Life  Contracts -  Mortality  and  expense  risks  assumed by
   Principal Life 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
   $227,302,  $210,067,  and  $2,225,738,   respectively,   in  1998;  $236,727,
   $277,142, and $2,832,278,  respectively, in 1997; and $160,075, $231,648, and
   $2,224,888, respectively, in 1996. A sales charge of 5.0% and a tax charge of
   2.0% is deducted  from each payment made on behalf of each  participant.  The
   sales and tax charge is deducted from the payments by Principal Life prior to
   their transfer to the 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.

   PrinFlex  Life  Contracts  (beginning  in 1997) - Mortality and expense risks
   assumed by Principal Life are  compensated  for by a charge  equivalent to an
   annual  rate  of  .90%  of  the  asset  value  of  each  policy.   A  monthly
   administration  charge of $.40 for each  $1,000 of policy face amount will be
   deducted from policies in their first year.  After the first policy year, the
   monthly administration charge is $6.00 per month. A cost of insurance charge,
   which is based on the Company's expected future mortality experience, is also
   deducted as  compensation  for insurance  charges.  The mortality and expense
   risk, administration,  and insurance charges amounted to: $509,501,  $995,778
   and $7,267,150,  respectively, in 1998; and $86,725, $230,502 and $1,386,160,
   respectively, in 1997. A sales charge of 2.75% of premiums less than or equal
   to target  premium and .75% of premiums in excess of target is deducted  from
   each  payment on behalf of each  participant.  A tax charge of 2.2% for state
   and  local  taxes  and 1.25% for  federal  taxes is also  deducted  from each
   payment on behalf of each  participant.  The sales and tax charge is deducted
   from  contributions by Principal Life prior to their transfer to the Separate
   Account.


3. Federal Income Taxes

The operations of the Separate Account are a part of the operations of Principal
Life. Under current practice, no federal income taxes are allocated by Principal
Life to the operations of the Separate Account.


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>
                                                         Year ended December 31, 1998
                                                 Units            Amount          Units           Amount
                                               Purchased        Purchased        Redeemed        Redeemed
                                            -------------- ----------------- -------------- -----------------
<S>                                            <C>             <C>              <C>             <C>
   Aggressive Growth Division:
     PrinFlex Life                               861,317       $12,227,704        211,314       $ 2,857,454
   Asset Allocation Division:
     PrinFlex Life                               131,206         1,668,350         53,260           645,589
   Balanced Division:
     Flex Variable Life                           36,816         1,264,339         71,643         2,030,576
     PrinFlex Life                               490,842         6,352,561        138,126         1,693,746
                                            -------------- ----------------- -------------- -----------------
                                                 527,658         7,616,900        209,769         3,724,322
   Bond Division:
     Flex Variable Life                           55,198         1,406,724         53,470         1,271,250
     PrinFlex Life                               174,764         2,098,649         49,437           565,502
                                            -------------- ----------------- -------------- -----------------
                                                 229,962         3,505,373        102,907         1,836,752
   Capital Value Division:
     Flex Variable Life                           69,516         2,942,517         96,955         3,533,172
     PrinFlex Life                             1,007,229        14,488,359        257,693         3,491,448
                                            -------------- ----------------- -------------- -----------------
                                               1,076,745        17,430,876        354,648         7,024,620

   Fidelity Contrafund Division:
     PrinFlex Life                               457,546       $  6,291,010       120,504       $ 1,610,333
   Fidelity Equity Income Division:
     PrinFlex Life                               361,409          4,781,646        86,079         1,119,347
   Fidelity High Income Division:
     PrinFlex Life                               109,968          1,310,358        41,948           482,536
   Government Securities Division:
     PrinFlex Life                               286,524          3,395,601        19,932           228,122
   Growth Division:
     PrinFlex Life                               303,006          4,142,276        55,628           748,373
   High Yield Division:
     Flex Variable Life                           29,675            857,141        20,132           455,939
   International Division:
     PrinFlex Life                               530,953          6,632,041       131,554         1,545,576
   International SmallCap Division:
     PrinFlex Life                                38,901            334,880         3,976            33,554
   MicroCap Division:
     PrinFlex Life                                19,585            159,179         1,311            10,213
   MidCap Division:
     Flex Variable Life                          103,942          4,846,657       183,301         7,449,571
     PrinFlex Life                               943,646         12,430,779       229,365         2,824,456
                                            -------------- ----------------- -------------- ----------------
                                               1,047,588         17,277,436       412,666        10,274,027

   Mid-Cap Growth Division:
     PrinFlex Life                                34,735            306,597         2,195            18,952
   Money Market Division:
     Flex Variable Life                           39,955            657,300        49,712           795,271
     PrinFlex Life                             3,322,020         35,876,706     2,964,012        31,732,075
                                            -------------- ----------------- -------------- ----------------
                                               3,361,975         36,534,006     3,013,724        32,527,346

   Putnam Global Asset Allocation
     Division:
     PrinFlex Life                                 7,867             76,195           562             5,417
   Putnam Vista Division;
     PrinFlex Life                                13,042            114,287         1,330            12,225
   Putnam Voyager Division:
     PrinFlex Life                                90,896            868,001         7,931            74,099
   Real Estate Division:
     PrinFlex Life                                 3,623             34,212           233             2,119
   SmallCap Division:
     PrinFlex Life                                33,031            251,186         1,679            12,442
   SmallCap Growth Division:
     PrinFlex Life                                22,252            193,803         1,822            16,058
   SmallCap Value Division:
     PrinFlex Life                                17,813            145,873           878             7,015
   Utilities Division:
     PrinFlex Life                                 4,976             54,019         1,032            11,132
                                            ============== ================= ============== ================
                                               9,602,253       $126,208,950     4,857,014       $65,283,562
                                            ============== ================= ============== ================

</TABLE>
<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)




4. Purchases and Sales of Investment Securities (continued)
<TABLE>
<CAPTION>
                                                         Year ended December 31, 1997
                                                 Units            Amount          Units           Amount
                                               Purchased        Purchased        Redeemed        Redeemed
                                            -------------- ----------------- -------------- -----------------
<S>                                            <C>            <C>              <C>             <C>
   Aggressive Growth Division:
     PrinFlex Life                               343,834      $ 4,288,340         27,761       $   319,839
   Asset Allocation Division:
     PrinFlex Life                                51,667          616,979          2,856            31,871
   Balanced Division:
     Flex Variable Life                           67,360        2,010,011         95,006         2,391,024
     PrinFlex Life                               128,270        1,521,439         10,602           119,088
                                            -------------- ---------------- -------------- -----------------
                                                 195,630        3,531,450        105,608         2,510,112
   Bond Division:
     Flex Variable Life                           51,436        1,162,750         52,293         1,098,247
     PrinFlex Life                                51,729          568,518          7,380            79,139
                                            -------------- ---------------- -------------- -----------------
                                                 103,165        1,731,268         59,673         1,177,386
   Capital Value Division:
     Flex Variable Life                          119,379        4,364,014        127,882         3,865,122
     PrinFlex Life                               281,944        3,424,513         30,266           360,113
                                            -------------- ---------------- -------------- -----------------
                                                 401,323        7,788,527        158,148         4,225,235
   Fidelity Contrafund Division:
     PrinFlex Life                               185,497        2,125,905         13,013           152,286
   Fidelity Equity Income Division:
     PrinFlex Life                                89,263        1,018,045          6,221            72,899
   Fidelity High Income Division:
     PrinFlex Life                                34,237          369,108          5,629            63,753
   Government Securities Division:
     PrinFlex Life                                10,283          115,306            745             7,938
   Growth Division:
     PrinFlex Life                                81,327          952,971          5,376            62,733
   High Yield Division:
     Flex Variable Life                           52,320        1,263,141         23,011           487,852
   International Division:
     PrinFlex Life                               273,767        3,172,214         26,010           290,962
   MidCap Division:
     Flex Variable Life                          180,420        6,880,578        240,515         8,968,075
     PrinFlex Life                               442,300        5,239,657         33,607           402,455
                                            -------------- ---------------- -------------- -----------------
                                                 622,720       12,120,235        274,122         9,370,530
   Money Market Division:
     Flex Variable Life                          158,768        2,472,127        213,736         3,276,766
     PrinFlex Life                             1,225,077       12,671,220        859,324         8,843,607
                                            -------------- ---------------- -------------- -----------------
                                               1,383,845       15,143,347      1,073,060        12,120,373
                                            ============== ================ ============== =================
                                               3,828,878      $54,236,836      1,781,233       $30,893,769
                                            ============== ================ ============== =================

</TABLE>
<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)




4. Purchases and Sales of Investment Securities (continued)
<TABLE>
<CAPTION>
                                                         Year ended December 31, 1996
                                                 Units            Amount          Units           Amount
                                               Purchased        Purchased        Redeemed        Redeemed
                                            -------------- ----------------- -------------- -----------------
<S>                                              <C>          <C>                <C>            <C>
   Balanced Division:
     Flex Variable Life                           82,222      $ 2,097,662         29,319        $  645,607
   Bond Division:
     Flex Variable Life                           48,357        1,046,130         13,728           275,471
   Capital Value Division:
     Flex Variable Life                          126,497        3,858,566         44,900         1,095,829
   High Yield Division:
     Flex Variable Life                           28,126          615,083          9,553           178,415
   MidCap Division:
     Flex Variable Life                          224,022        7,077,421         89,178         2,717,856
   Money Market Division:
     Flex Variable Life                          370,523        5,517,757        311,613         4,615,144
                                            ============== ================ ============== =================
                                                 879,747      $20,212,619        498,291        $9,528,322
                                            ============== ================ ============== =================
</TABLE>


5. Net Assets

Net assets at December 31, 1998 consisted of the following:
<TABLE>
<CAPTION>
                                                                               Accumulated     Net Unrealized
                                                                                 Net            Appreciation
                                                                 Unit          Investment     (Depreciation) of
                                              Combined        Transactions      Incom           Investments
                                         --------------------------------------------------------------------
<S>                                         <C>             <C>              <C>              <C>
      Aggressive Growth Division:
        PrinFlex Life                       $ 14,244,041    $ 12,603,157     $  749,015       $  891,869
      Asset Allocation Division:
        PrinFlex Life                          1,592,829       1,522,712         83,936          (13,819)
      Balanced Division:
        Flex Variable Life                     3,796,104       2,805,763        510,067          480,274
        PrinFlex Life                          6,083,085       5,718,082        307,823           57,180
                                         --------------------------------------------------------------------
                                               9,879,189       8,523,845        817,890          537,454
      Bond Division:
        Flex Variable Life                     1,948,335       1,758,798        140,086           49,451
        PrinFlex Life                          2,004,910       1,939,366         88,541          (22,997)
                                         --------------------------------------------------------------------
                                               3,953,245       3,698,164        228,627           26,454
      Capital Value Division:
        Flex Variable Life                     8,736,005       5,950,992      1,178,313        1,606,700
        PrinFlex Life                         14,235,937      13,305,012        614,978          315,947
                                         --------------------------------------------------------------------
                                              22,971,942      19,256,004      1,793,291        1,922,647
      Fidelity Contra Fund Division:
        PrinFlex Life                          8,023,001       6,582,486         85,254        1,355,261
      Fidelity Equity Income Division:
        PrinFlex Life                          4,905,541       4,568,651         45,052          291,838

      Fidelity High Income Division:
        PrinFlex Life                       $  1,064,791    $  1,095,509     $   29,715       $  (60,433)
      Government Securities Division:
        PrinFlex Life                          3,266,712       3,180,086         96,146           (9,520)
      Growth Division:
        PrinFlex Life                          4,760,835       4,223,648         69,178          468,009
      High Yield Division:
        Flex Variable Life                     2,269,099       2,134,677        378,722         (244,300)
      International Division:
        PrinFlex Life                          7,800,249       7,630,149        343,828         (173,728)
      International SmallCap Division:
        PrinFlex Life                            316,190         301,071            107           15,012
      MicroCap Division:
        PrinFlex Life                            149,378         148,011            274            1,093
      Mid-Cap Division:
        Flex Variable Life                    11,460,175       8,300,875        599,642        2,559,658
        PrinFlex Life                         14,003,435      13,765,286        696,788         (458,639)
                                         --------------------------------------------------------------------
                                              25,463,610      22,066,161      1,296,430        2,101,019

      MidCap Growth Division:
        PrinFlex Life                            315,903         288,492           (598)          28,009
      Money Market Division:
        Flex Variable Life                       362,873         355,161          7,712                -
        PrinFlex Life                          7,972,243       7,927,870         44,373                -
                                         --------------------------------------------------------------------
                                               8,335,116       8,283,031         52,085                -

      Putnam Global Asset Allocation
        Division:
        PrinFlex Life                             75,231          71,030           (112)           4,313
      Putnam Vista Division:
        PrinFlex Life                            123,051         102,469           (155)          20,737
      Putnam Voyager Division:
        PrinFlex Life                            899,548         795,242         (1,295)         105,601
      Real Estate Division:
        PrinFlex Life                             31,709          31,269            760             (320)
      SmallCap Division:
        PrinFlex Life                            250,636         239,177           (508)          11,967
      SmallCap Growth Division:
        PrinFlex Life                            209,695         178,079           (354)          31,970
      SmallCap Value Division:
        PrinFlex Life                            144,138         138,477            245            5,416
      Utilities Division:
        PrinFlex Life                             45,596          42,810            449            2,337
                                         ====================================================================
                                            $121,091,275    $107,704,407     $6,067,982       $7,318,886
                                         ====================================================================
</TABLE>
<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)




6. Year 2000 Issues (Unaudited)

Like  other  investment   funds,   financial  and  business   organizations  and
individuals  around the world, the Separate Account could be adversely  affected
if the computer  systems used by Principal  Life and other service  providers do
not properly  process and calculate  date-related  information and data from and
after January 1, 2000. In 1995, Principal Life began investigating the potential
impact of the Year  2000 on its  systems,  procedures,  customers  and  business
processes.  The  Year  2000  assessment  that  was  completed  in 1996  provided
information used to determine what system components must be changed or replaced
to minimize the impact of the calendar change from 1999 to 2000.

Principal  Life will continue to use internal and external  resources to modify,
replace  and test  its  systems.  Management  estimates  100% of the  identified
modifications   to  mission   critical   systems  and  99%  of  the   identified
modifications  to other  systems have been  completed for its Year 2000 project.
The project  completion is scheduled to occur prior to any anticipated impact on
Principal Life's operations.

Principal  Life and the  Separate  Account face the risk that one or more of its
critical  suppliers or customers  (external  relationships)  will not be able to
interact  with them due to the third  party's  inability to resolve its own Year
2000  issues.   Principal   Life  has   completed   its  inventory  of  external
relationships  and is attempting to determine the overall Year 2000 readiness of
its external  relationships.  Principal Life is engaged in discussions  with the
third parties and is requesting information as to those parties' Year 2000 plans
and  state of  readiness.  Principal  Life,  however,  does not have  sufficient
information  at the  current  time  to  predict  whether  all  of  its  external
relationships will be Year 2000 ready.

While  Principal  Life believes  that it has  addressed its Year 2000  concerns,
Principal Life has begun to develop contingency/recovery plans aimed at ensuring
the continuity of critical business  functions before, on and after December 31,
1999. Principal Life expects  contingency/recovery  planning to be substantially
complete  by April 1, 1999.  The Year 2000  contingency  plans will be  reviewed
periodically throughout 1999 and revised as needed.  Principal Life believes its
Year 2000  contingency  plans  coupled with  existing  "disaster  recovery"  and
"business resumption" plans minimize the impact Year 2000 issues may have on the
organization.


                         Report of Independent Auditors




The Board of Directors
Principal Life Insurance Company


We have audited the accompanying  consolidated  statements of financial position
of Principal  Life  Insurance  Company (the  Company,  an indirect  wholly-owned
subsidiary of Principal Mutual Holding Company),  formerly Principal Mutual Life
Insurance  Company,   as  of  December  31,  1998  and  1997,  and  the  related
consolidated  statements of operations,  stockholder's equity and cash flows for
each of the three years in the period ended December 31, 1998.  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 consolidated  financial  position of Principal Life
Insurance Company at December 31, 1998 and 1997, and the consolidated results of
its  operations  and its cash  flows for each of the three  years in the  period
ended  December 31, 1998,  in  conformity  with  generally  accepted  accounting
principles.

/s/Ernst & Young LLP

Des Moines, Iowa
January 29, 1999




                        Principal Life Insurance Company

                      Consolidated Statements of Operations




                                              Year ended December 31
                                         1998          1997          1996
                                        ---------------------------------------
                                                   (In Millions)
Revenue
Premiums and annuity and other 
     considerations                      $3,409        $4,668        $5,121
Policy and contract charges                 780           682           572
Net investment income                     2,821         2,948         2,905
Net realized capital gains                  466           176           388
Commissions and other income                208           199           150
Contribution from the closed block           13             -             -
                                        ---------------------------------------
Total revenue                             7,697         8,673         9,136

Expenses
Benefits, claims and settlement 
     expenses                             4,777         5,632         6,087
Dividends to policyholders                  155           299           299
Operating expenses                        2,026         2,047         1,920
                                        ---------------------------------------
                                        ---------------------------------------
Total expenses                            6,958         7,978         8,306
                                        ---------------------------------------

Income before income taxes                  739           695           830

Income taxes                                 44           241           304
                                        ---------------------------------------
                                        =======================================
Net income                              $   695       $   454       $   526
                                        =======================================



See accompanying notes.


<PAGE>


                        Principal Life Insurance Company

                  Consolidated Statements of Financial Position




                                                   December 31
                                                1998         1997
                                            ---------------------------
                                            ---------------------------
                                                  (In Millions)

Assets
Fixed maturities, available-for-sale           $21,006      $21,546
Equity securities, available-for-sale            1,102        1,273
Mortgage loans                                  12,091       13,286
Real estate                                      2,691        2,632
Policy loans                                        25          749
Other investments                                  349          130
Cash and cash equivalents                          461          546
Accrued investment income                          375          457
Deferred policy acquisition costs                  456        1,057
Property held for Company use                      246          232
Closed block assets                              4,251            -
Separate account assets                         29,009       23,627
Other assets                                     1,881        1,519
                                            ---------------------------
                                            ===========================
Total assets                                   $73,943      $67,054
                                            ===========================
                                            ===========================

Liabilities
Contractholder funds                           $23,339      $23,179
Future policy benefits and claims                7,082       11,239
Other policyholder funds                           249          314
Policyholder dividends payable                      44          444
Debt                                               671          459
Income taxes currently payable                      27          298
Deferred income taxes                              497          803
Closed block liabilities                         5,299            -
Separate account liabilities                    29,009       23,560
Other liabilities                                2,257        1,474
                                            ---------------------------
                                            ---------------------------
Total liabilities                               68,474       61,770

Stockholder's equity
Common stock, par value $1 per share - authorized  5,000,000 shares,  issued and
   outstanding 2,500,000 shares (wholly owned indirectly by Principal Mutual
   Holding Company)                                             3            -
Retained earnings                                           4,749        4,257
Accumulated other comprehensive income:
   Net unrealized gains on available-for-sale securities      746        1,038
   Net foreign currency translation adjustment                (29)         (11)
                                                         -----------------------
                                                         -----------------------
Total stockholder's equity                                  5,469        5,284
                                                         -----------------------
                                                         =======================
Total liabilities and stockholder's equity                $73,943      $67,054
                                                         =======================


See accompanying notes.


<PAGE>


                        Principal Life Insurance Company

                 Consolidated Statements of Stockholder's Equity


<TABLE>
<CAPTION>
                                                                    Net Unrealized     Net Foreign
                                                                       Gains on         Currency          Total
                                            Common     Retained   Available-for-Sale   Translation    Stockholder's
                                             Stock     Earnings       Securities       Adjustment         Equity
                                          ----------------------------------------------------------------------------
                                                                         (In Millions)

<S>                                          <C>        <C>              <C>               <C>            <C>   
   Balances at January 1, 1996               $ -        $3,277           $1,336            $ (7)          $4,606
   Comprehensive income:
     Net income                                -           526                -               -              526
     Decrease in unrealized appreciation
       on fixed maturities,                    -             -             (543)              -             (543)
       available-for-sale
     Decrease in unrealized appreciation
       on equity securities,                   -             -             (262)              -             (262)
       available-for-sale
     Adjustments for assumed changes in 
          amortization patterns:
       Deferred policy acquisition costs       -             -               83               -               83
       Unearned revenue reserves               -             -              (11)              -              (11)
     Provision for deferred income tax         -             -              257               -              257
       benefit
     Change in net foreign currency
       translation adjustment                  -             -                -              (2)              (2)
                                                                                                          ------------
   Comprehensive income                        -                                                              48
                                          ----------------------------------------------------------------------------
   Balances at December 31, 1996               -         3,803              860              (9)           4,654
   Comprehensive income:
     Net income                                -           454                -               -              454
     Increase in unrealized appreciation
       on fixed maturities,                    -             -              197               -              197
       available-for-sale
     Increase in unrealized appreciation
       on equity securities,                   -             -              118               -              118
       available-for-sale
     Adjustments for assumed changes in
       amortization patterns:                  -
       Deferred policy acquisition costs       -             -              (44)              -              (44)
       Unearned revenue reserves               -             -                4               -                4
     Provision for deferred income taxes       -             -              (97)              -              (97)
     Change in net foreign currency
       translation adjustment                  -             -                -              (2)              (2)
                                                                                                          ------------
   Comprehensive income                                                                                      630
                                          ----------------------------------------------------------------------------
   Balances at December 31, 1997               -         4,257            1,038             (11)           5,284
</TABLE>



<PAGE>


                        Principal Life Insurance Company

           Consolidated Statements of Stockholder's Equity (continued)



<TABLE>
<CAPTION>
                                                                    Net Unrealized       Net Foreign
                                                                       Gains on           Currency            Total
                                            Common     Retained   Available-for-Sale     Translation      Stockholder's
                                             Stock     Earnings       Securities         Adjustment          Equity
                                          -------------------------------------------------------------------------------
                                                                          (In Millions)

<S>                                          <C>        <C>              <C>                 <C>               <C>   
   Balances at January 1, 1998               $ -        $4,257           $1,038              $(11)             $5,284
   Comprehensive income:
     Net income                                -           695               -                  -                 695
     Decrease in unrealized appreciation
       on fixed maturities,                    -             -            (203)                 -                (203)
       available-for-sale
     Decrease in unrealized appreciation
       on equity securities,
       available-for-sale, including
       seed money in separate accounts         -             -            (292)                 -                (292)
     Adjustments for assumed changes in
       amortization patterns:
       Deferred policy acquisition costs       -             -              37                  -                  37
       Unearned revenue reserves               -             -              (4)                 -                  (4)
     Provision for deferred income tax         -             -             170                  -                 170
       benefit
     Change in net foreign currency
       translation adjustment                  -             -               -                (18)                (18)
     Issuance of 2,500,000 shares of
       common stock to parent holding          3            (3)              -                  -                   -
       company
     Dividend to parent holding company        -          (200)              -                  -                (200)
                                                                                                               ----------
   Comprehensive income                                                                                           185
                                          ===============================================================================
   Balances at December 31, 1998             $ 3        $4,749            $746               $(29)             $5,469
                                          ===============================================================================


See accompanying notes.
</TABLE>

<PAGE>


                        Principal Life Insurance Company

                      Consolidated Statements of Cash Flows



<TABLE>
<CAPTION>
                                                                              Year ended December 31
                                                                          1998         1997         1996
                                                                      ---------------------------------------
                                                                                  (In Millions)
<S>                                                                   <C>            <C>         <C>      
Operating activities
Net income                                                            $     695      $   454     $     526
Adjustments to reconcile net income to net cash provided by
   operating activities:
   Amortization of deferred policy acquisition costs                        114          170           178
   Additions to deferred policy acquisition costs                          (173)        (213)         (215)
   Gain on sales of subsidiaries                                             (6)         (14)            -
   Accrued investment income                                                 24            7            15
   Contractholder and policyholder liabilities and dividends
                                                                          1,538        1,401         1,667
   Current and deferred income taxes                                       (265)          96            20
   Net realized capital gains                                              (466)        (176)         (388)
   Depreciation and amortization expense                                    133          117           112
   Other                                                                   (197)        (403)         (253)
   Change in closed block operating assets and
     liabilities, net                                                       230            -             -
                                                                      ---------------------------------------
                                                                      ---------------------------------------
Net adjustments                                                             932          985         1,136
                                                                      ---------------------------------------
Net cash provided by operating activities                                 1,627        1,439         1,662

Investing activities Available-for-sale securities:
   Purchases                                                             (7,141)      (7,478)      (11,876)
   Sales                                                                  5,684        7,475         9,089
   Maturities                                                             1,377        1,204         2,796
Mortgage loans acquired or originated                                   (14,162)      (9,925)       (2,955)
Mortgage loans sold or repaid                                            14,414        8,977         1,619
Real estate acquired                                                       (436)        (309)         (166)
Real estate sold                                                            662          198           253
Proceeds from sales of subsidiaries                                          96           35             -
Purchases of interest in subsidiaries, net of cash acquired                (218)         (99)          (51)
Net change in policy loans                                                  (12)         (13)          (25)
Net change in property held for Company use                                 (57)         (11)          (18)
Net change in other investments                                            (270)         (68)          (74)
Change in closed block investments, net                                    (201)           -             -
                                                                      ---------------------------------------
Net cash used in investing activities                                      (264)         (14)       (1,408)

</TABLE>


<PAGE>


                        Principal Life Insurance Company

                Consolidated Statements of Cash Flows (continued)


<TABLE>
<CAPTION>
                                                                              Year ended December 31
                                                                          1998         1997         1996
                                                                      ---------------------------------------
                                                                                  (In Millions)
<S>                                                                    <C>           <C>        <C> 
Financing activities
Issuance of debt                                                       $     243     $     75   $       43
Principal repayments of debt                                                 (51)         (28)         (29)
Proceeds of short-term borrowings                                          8,628        5,089        1,451
Repayment of short-term borrowings                                        (8,924)      (4,974)      (1,282)
Dividend paid to parent holding company                                     (140)           -            -
Investment contract deposits                                               5,854        4,134        4,221
Investment contract withdrawals                                           (7,058)      (5,446)      (4,682)
                                                                      ---------------------------------------
Net cash used in financing activities                                     (1,448)      (1,150)        (278)
                                                                      ---------------------------------------

Net increase (decrease) in cash and cash equivalents                         (85)         275          (24)

Cash and cash equivalents at beginning of year                               546          271          295
                                                                      =======================================
Cash and cash equivalents at end of year                               $     461      $   546    $     271
                                                                      =======================================
</TABLE>

Schedule of noncash  operating and investing  activities  The following  noncash
assets and liabilities were transferred to the
   Closed  Block  as a  result  of the  July  1,  1998  mutual  holding  company
   formation:
   Operating activities:
     Accrued investment income                   $      59
     Deferred policy acquisition costs                 697
     Other assets                                       12
     Future policy benefits and claims              (4,545)
     Other policyholder funds                           (7)
     Policyholder dividends payable                   (388)
     Other liabilities                                (173)
                                                 ------------
   Total noncash operating activities (4,345) Investing activities:
     Fixed maturities, available-for-sale            1,562
     Mortgage loans                                  1,027
     Policy loans                                      736
     Other investments                                   1
                                                 ------------
   Total noncash investing activities                3,326
                                                 ============
   Total noncash operating and investing activities $(1,019)
                                                 =============

Net transfer of noncash assets and liabilities of Principal Health
   Care Inc. on April 1, 1998 in exchange for common shares of
   Coventry Health Care, Inc.                      $   (160)
                                                 =============


See accompanying notes.


<PAGE>


                        Principal Life Insurance Company

                   Notes to Consolidated Financial Statements

                                December 31, 1998




1. Nature of Operations and Significant Accounting Policies

Reorganization

Effective July 1, 1998,  Principal Mutual Life Insurance Company formed a mutual
insurance holding company  (Principal Mutual Holding Company) and converted to a
stock life insurance  company  (Principal  Life Insurance  Company).  All of the
shares  of  Principal  Life  Insurance  Company  (the  Company)  were  issued to
Principal Mutual Holding Company through two newly formed  intermediate  holding
companies,  Principal  Financial Group, Inc. and Principal  Financial  Services,
Inc. The  reorganization  itself did not have a material financial impact on the
Company.

Description of Business

The Company is a  diversified  financial  services  organization  engaged in the
marketing and management of life insurance,  annuity,  health, pension and other
financial products and services, primarily in the United States.

Basis of Presentation

The  accompanying  consolidated  financial  statements  of the  Company  and its
majority-owned  subsidiaries  have been  prepared in conformity  with  generally
accepted  accounting  principles (GAAP).  Less than  majority-owned  entities in
which the Company has at least a 20%  interest  are reported on the equity basis
in the consolidated  statements of financial position as other investments.  All
significant intercompany accounts and transactions have been eliminated.

Total assets of the unconsolidated entities amounted to $2.2 billion at December
31,  1998  and  $1.1  billion  at  December  31,  1997.  Total  revenues  of the
unconsolidated entities were $1.8 billion in 1998, $294 million in 1997 and $349
million in 1996.  During 1998, 1997 and 1996, the Company  included $18 million,
$19  million  and  $(3)  million,   respectively,   in  net  investment   income
representing  the  Company's  share of  current  year net  income  (loss) of the
unconsolidated entities.

Closed Block

In conjunction with the formation of the mutual insurance  holding company,  the
Company  established  a Closed  Block for the  benefit  of  certain  classes  of
individual participating and dividend-paying policies in force on that date. The
Closed Block was designed to provide reasonable assurance to owners of insurance
policies  included  therein  that,  after the  reorganization,  assets  would be
available to maintain the  aggregate  dividend  scales in effect for 1997 if the
experience underlying such scales continued. Assets were allocated to the Closed
Block in amounts  which,  together with  premiums from policies  included in the
Closed  Block,  were  reasonably  expected  to be  sufficient  to  support  such
policies,  including provisions for payment of claims, certain expenses, charges
and  taxes,  and for  continuation  of  dividend  scales  payable in 1997 in the
aggregate, assuming the experience underlying such scales continued.

Assets  allocated  to the Closed  Block inure to the  benefits of the holders of
policies  included in the Closed Block.  Closed Block assets and liabilities are
carried on the same basis as similar assets and liabilities held by the Company.

The contribution to the operating income of the Company from the Closed Block is
reported  as a single line item in the  statement  of  operations.  Accordingly,
premiums,  net investment income,  realized capital gains (losses),  policyowner
benefits and dividends  attributable to the Closed Block,  less certain expenses
and charges and the amortization of deferred policy acquisition costs, are shown
as a net number  under the caption  "Contribution  from the Closed  Block." This
results in material  reductions in the respective line items in the statement of
operations  while  having no effect on net income.  All assets  allocated to the
Closed Block are grouped  together and shown as a separate item entitled "Closed
Block assets"; and all liabilities attributable to the Closed Block are combined
and  disclosed  as the "Closed  Block  liabilities."  The excess of Closed Block
liabilities  over Closed Block assets  represents the expected  future  post-tax
contribution  from the Closed Block which would be recognized in income over the
period the policies and contracts in the Closed Block remain in force.

The   Contribution   from  the  Closed  Block  does  not   represent  the  total
profitability attributable to the policies included in the Closed Block. Certain
expenses  attributable  to  the  policies  included  in  the  Closed  Block  and
commissions on these policies are not included in the reported Contribution from
the Closed Block, but rather are included in operating expenses  consistent with
the initial  regulatory  funding of the Closed Block.  Consequently,  the assets
needed to fund the  Closed  Block are less  than the  total  accumulated  assets
attributable to the policies included in the Closed Block.  Income on the assets
held  outside of the Closed Block is included in net  investment  income and not
included in the Contribution from the Closed Block.

Use of Estimates in the Preparation of Financial Statements

The  preparation  of  the  Company's   consolidated   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  consolidated  financial  statements  and
accompanying notes.

Significant Risks

The following is a description of the most significant risks facing  diversified
financial service organizations and how the Company mitigates those risks:

Legal or  regulatory  risk is the risk that  changes in the legal or  regulatory
environment  in which an insurer  operates will create  additional  expenses not
anticipated by the insurer in pricing its products.  The Company  mitigates this
risk by offering a wide range of products and  operating  throughout  the United
States  and the world,  thus  reducing  its  exposure  to any single  product or
jurisdiction,  and also by employing  underwriting  practices which identify and
minimize the adverse impact of this risk.

Credit  risk is the risk that  issuers  of  securities  owned by the  Company or
borrowers  through  mortgage  loans on real  estate  will  default or that other
parties that owe the Company  money,  will not pay. The Company  minimizes  this
risk by adhering to a conservative  investment  strategy,  by maintaining  sound
credit  and  collection  policies  and  by  providing  for  any  amounts  deemed
uncollectible.

Interest  rate risk is the risk that  interest  rates  will  change  and cause a
decrease  in the value of the  Company's  investments.  This change in rates may
also cause certain  interest-sensitive  products to become  uncompetitive or may
cause  disintermediation.  The Company  mitigates this risk by charging fees for
policyowners'  contract  terminations,  by offering  products that transfer this
risk to the purchaser  and by  attempting to match the maturity  schedule of its
assets  with  the  expected  payout  of  its  liabilities.  To the  extent  that
liabilities  come due more quickly than assets mature,  an insurer would have to
borrow funds or sell assets prior to maturity and  potentially  recognize a gain
or loss.

Cash and Cash Equivalents

Cash and cash  equivalents  include cash on hand,  money market  instruments and
other debt issues with a maturity date of three months or less when purchased.

Investments

Investments  in  fixed  maturities  and  equity  securities  are  classified  as
available-for-sale and, accordingly, are carried at fair value. (See Note 12 for
policies  related  to the  determination  of fair  value.)  The  cost  of  fixed
maturities  is adjusted for  amortization  of premiums and accrual of discounts,
both computed using the interest method. The cost of fixed maturities and equity
securities is adjusted for declines in value that are other than temporary.  For
the loan-backed and structured  securities  included in the bond portfolio,  the
Company  recognizes  income using a constant  effective yield based on currently
anticipated  prepayments  as  determined  by  broker-dealer  surveys or internal
estimates and the estimated lives of the securities.

Real estate investments are reported at cost less accumulated depreciation.  The
initial cost bases of  properties  acquired  through loan  foreclosures  are the
lower of the loan balances or fair market  values of the  properties at the time
of foreclosure. Buildings and land improvements are generally depreciated on the
straight-line method over the estimated useful life of improvements,  and tenant
improvement costs are depreciated on the  straight-line  method over the term of
the related lease. The Company  recognizes  impairment losses for its properties
when indicators of impairment are present and a property's expected undiscounted
cash flows are not sufficient to recover the property's  carrying value. In such
cases,  the cost bases of the  properties are reduced  accordingly.  Real estate
expected to be disposed is carried at the lower of cost or fair value, less cost
to sell, with valuation allowances  established  accordingly and depreciation no
longer recognized. Any impairment losses and any changes in valuation allowances
are reported as net realized capital losses.

Commercial  and  residential  mortgage  loans are reported at cost  adjusted for
amortization  of premiums and accrual of discounts,  computed using the interest
method, and net of valuation allowances. Any changes in the valuation allowances
are  reported as net  realized  capital  gains  (losses).  The Company  measures
impairment based upon the present value of expected cash flows discounted at the
loan's effective  interest rate. If foreclosure is probable,  the measurement of
any  valuation  allowance  is based upon the fair value of the  collateral.  The
Company includes  residential mortgage loans held for sale in the amount of $802
million and $512 million at December 31, 1998 and 1997, respectively,  which are
carried at lower of cost or fair value and  reported  as  mortgage  loans in the
statements of financial position.

Net realized  capital gains and losses on investments  are determined  using the
specific identification basis.

Policy loans and other investments are primarily reported at cost.

Derivatives

Derivatives are generally held for purposes other than trading and are primarily
used to hedge or reduce  exposure to interest  rate and foreign  currency  risks
associated with assets held or expected to be purchased or sold, and liabilities
incurred or  expected  to be  incurred.  Additionally,  derivatives  are used to
change the characteristics of the Company's  asset/liability mix consistent with
the Company's risk management activities.

The  Company's  use of  derivatives  is  further  described  in Note 4.  The net
interest  effect of interest rate and currency swap  transactions is recorded as
an adjustment to net investment income or interest expense, as appropriate, over
the periods covered by the agreements. The cost of other derivative contracts is
amortized over the life of the contracts and classified  with the results of the
underlying  hedged item.  Certain contracts are designated as hedges of specific
assets and, to the extent those assets are marked to market, the hedge contracts
are also marked to market and included as an adjustment of the underlying  asset
value.  Other  contracts are  designated  and accounted for as hedges of certain
liabilities and are not marked to market.

Hedge  accounting is used for derivatives  that are  specifically  designated in
advance as hedges and that reduce the Company's exposure to an indicated risk by
having a high  correlation  between  changes in the value of the derivatives and
the items being  hedged at both the  inception of the hedge and  throughout  the
hedge  period.  Should such criteria not be met or if the hedged items are sold,
terminated or matured,  the changes in value of the  derivatives are included in
net income.

Contractholder and Policyholder Liabilities

Contractholder and policyholder liabilities (contractholder funds, future policy
benefits  and  claims  and  other  policyholder   funds)  include  reserves  for
investment   contracts  and  reserves  for  universal  life,   limited  payment,
participating and traditional life insurance policies.  Investment contracts are
contractholders'  funds  on  deposit  with the  Company  and  generally  include
reserves for pension and annuity contracts. Reserves on investment contracts are
equal to the  cumulative  deposits  less any  applicable  charges plus  credited
interest.

Reserves for universal life insurance contracts are equal to cumulative premiums
less charges plus credited  interest which  represents the account balances that
accrue to the benefit of the policyowners.  Reserves for non-participating  term
life insurance  contracts are computed on a basis of assumed  investment  yield,
mortality,  morbidity and expenses, including a provision for adverse deviation,
which  generally  vary by plan,  year of issue and policy  duration.  Investment
yield is based on the Company's experience.  Mortality, morbidity and withdrawal
rate  assumptions  are based on experience  of the Company and are  periodically
reviewed against both industry standards and experience.

Reserves for participating  life insurance  contracts are based on the net level
premium reserve for death and endowment policy benefits.  This net level premium
reserve is calculated  based on dividend fund interest rate and mortality  rates
guaranteed in calculating the cash surrender values described in the contract.

Some of the Company's  policies and contracts require payment of fees in advance
for services that will be rendered over the estimated  lives of the policies and
contracts.  These  payments are  established as unearned  revenue  reserves upon
receipt and included in other policyowner  funds in the consolidated  statements
of  financial  position.  These  unearned  revenue  reserves  are  amortized  to
operations over the estimated lives of these policies and contracts.

The  liability  for unpaid  accident  and health  claims is an  estimate  of the
ultimate  net cost of  reported  and  unreported  losses not yet  settled.  This
liability  is estimated  using  actuarial  analyses and case basis  evaluations.
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 Premiums, Fees and Benefits

Traditional individual life and health insurance products include those products
with fixed and  guaranteed  premiums and benefits,  and consist  principally  of
whole life and term life insurance policies and certain immediate annuities with
life  contingencies.  Premiums  from these  products are  recognized  as premium
revenue when due.

Group life and health  insurance  premiums  are  generally  recorded  as premium
revenue over the term of the coverage.  Some group  contracts allow for premiums
to be  adjusted to reflect  emerging  experience.  Such  adjusted  premiums  are
recognized in the period that the related experience emerges. Fees for contracts
providing claim  processing or other  administrative  services are recorded over
the period the service is provided.

Related  policy  benefits and expenses for  individual and group life and health
insurance  products  are  associated  with  earned  premiums  and  result in the
recognition of profits over the expected lives of the policies and contracts.

Universal  life-type  policies are insurance  contracts  with terms that are not
fixed and  guaranteed.  Amounts  received as payments for such contracts are not
reported  as  premium  revenues.  Revenues  for  universal  life-type  insurance
contracts consist of policy charges for the cost of insurance, policy initiation
and  administration,  surrender  charges and other fees that have been  assessed
against policy account  values.  Policy  benefits and claims that are charged to
expense  include  interest  credited to contracts and benefit claims incurred in
the period in excess of related policy account balances.

Investment   contracts  do  not  subject  the  Company  to  risks  arising  from
policyowner  mortality  or  morbidity,   and  consist  primarily  of  Guaranteed
Investment Contracts (GICs) and certain deferred annuities.  Amounts received as
payments  for  investment  contracts  are  established  as  investment  contract
liability  balances  and are not  reported  as premium  revenues.  Revenues  for
investment  contracts  consist of  investment  income and policy  administration
charges.  Investment  contract  benefits  that are  charged to  expense  include
benefit claims incurred in the period in excess of related  investment  contract
liability  balances  and  interest  credited to  investment  contract  liability
balances.

Deferred Policy Acquisition Costs

Commissions and other costs  (underwriting,  issuance and agency  expenses) that
vary  with and are  primarily  related  to the  acquisition  of new and  renewal
insurance  policies and  investment  contract  business are  capitalized  to the
extent  recoverable.  Acquisition  costs that are not deferrable and maintenance
costs are charged to operations as incurred.

Deferred policy acquisition costs for universal  life-type  insurance  contracts
and  participating  life insurance  policies and investment  contracts are being
amortized  over the lives of the  policies  and  contracts  in  relation  to the
emergence  of estimated  gross profit  margins.  This  amortization  is adjusted
retrospectively when estimates of current or future gross profits and margins to
be realized  from a group of products and  contracts  are revised.  The deferred
policy acquisition costs of  non-participating  term life insurance policies are
being  amortized over the  premium-paying  period of the related  policies using
assumptions consistent with those used in computing policyowner liabilities.

Deferred policy  acquisition costs are subject to recoverability  testing at the
time of policy issue and loss recognition  testing at the end of each accounting
period.  Deferred  policy  acquisition  costs would be written off to the extent
that it is determined that future policy premiums and investment income or gross
profit margins would not be adequate to cover related losses and expenses.

Reinsurance

The Company  enters into  reinsurance  agreements  with other  companies  in the
normal  course of  business.  The  Company may assume  reinsurance  from or cede
reinsurance  to other  companies.  Premiums  and  expenses  are  reported net of
reinsurance   ceded.  The  Company  is  contingently   liable  with  respect  to
reinsurance  ceded to other  companies  in the event the  reinsurer is unable to
meet the obligations it has assumed.

Guaranty-fund Assessments

Guaranty-fund  assessments are accrued when the Company  receives notice that an
amount is payable to a guaranty fund.  The Company also accrues for  anticipated
assessments  which are  estimated  using data  available  from various  industry
sources that  monitor the current  status of open and closed  insolvencies.  The
Company  has also  established  an other  asset for  assessments  expected to be
recovered through future premium tax offsets.

Separate Accounts

The  separate  account  assets and  liabilities  presented  in the  consolidated
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.  Generally,  the separate account contract owner,
rather than the Company,  bears the investment risk of these funds. The separate
account  assets are legally  segregated and are not subject to claims that arise
out of any  other  business  of the  Company.  The  Company  receives  a fee for
administrative, maintenance and investment advisory services that is included in
the consolidated  statements of operations.  Deposits, net investment income and
realized and  unrealized  capital gains and losses on the separate  accounts are
not reflected in the consolidated statements of operations.

Income Taxes

Principal  Mutual Holding  Company files a  consolidated  income tax return that
includes the Company and 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.  Current
income taxes are charged or credited to operations based upon amounts  estimated
to be payable or recoverable  as a result of taxable  operations for the current
year.  Deferred  income  taxes are  provided  for the tax  effect  of  temporary
differences  in the  financial  reporting  and  income  tax bases of assets  and
liabilities  and net operating  losses using enacted  income tax rates and laws.
The effect on deferred tax assets and deferred  tax  liabilities  of a change in
tax rates is  recognized  in  operations  in the  period in which the  change is
enacted.

Foreign Exchange

The  Company's  foreign  subsidiaries'  statements  of  financial  position  and
operations  are translated at the current  exchange  rates and average  exchange
rates for the year, respectively.  Resulting translation adjustments for foreign
subsidiaries  and certain  other  transactions  are  reported as a component  of
equity.  Other  translation  adjustments for foreign currency  transactions that
affect cash flows are reported in current operations.

Pension and Postretirement Benefits

The Company accounts for its pension benefits and postretirement  benefits other
than pension (medical, life insurance and long-term care) using the full accrual
method.

Property Held for Company Use

Property  held for  Company use  includes  home  office  properties  and related
leasehold  improvements.   Property  held  for  Company  use  is  shown  in  the
consolidated  statements  of  financial  position  at cost less  allowances  for
accumulated  depreciation.  Provisions  for  depreciation  of property  held for
Company  use are  computed  principally  on the  straight-line  method  over the
estimated useful lives of the assets.  Property held for Company use and related
accumulated depreciation are as follows (in millions):

                                                          December 31
                                                      1998           1997
                                                  -----------------------------

   Property held for Company use                        $328          $302
   Accumulated depreciation                              (82)          (70)
                                                  =============================
   Property held for Company use, net                   $246          $232
                                                  =============================

Other Assets

Intangible assets are included in other assets in the consolidated statements of
financial  position.  The cost of  acquired  subsidiaries  in excess of the fair
value of the net assets (i.e.,  goodwill) and other intangible  assets have been
recorded in  connection  with  acquisitions.  These  assets are  amortized  on a
straight-line  basis  generally  over 10 to 15  years.  The  carrying  amount of
goodwill and other intangible assets is reviewed  periodically for indicators of
impairment in value.

Intangible  assets and  related  accumulated  amortization  are as  follows  (in
millions):

                                                         December 31
                                                     1998          1997
                                                  ---------------------------

      Goodwill                                        $185          $165
      Accumulated amortization                         (40)          (16)
                                                  ---------------------------
      Goodwill, net                                    145           149

      Other intangible assets, net                      16            74
                                                  ---------------------------

      Total intangible assets                         $161          $223
                                                  ===========================

Mortgage  servicing rights of $778 million and $432 million at December 31, 1998
and  1997,  respectively,  are  included  in other  assets  in the  consolidated
statements  of  financial  position  and  represent  the cost of  purchasing  or
originating the right to service mortgage loans. These costs are capitalized and
amortized to operations  over the estimated  remaining  lives of the  underlying
loans using the interest method and taking into account  appropriate  prepayment
assumptions. Capitalized mortgage servicing rights are periodically assessed for
impairment,  which is  recognized in the  consolidated  statements of operations
during the period in which  impairment  occurs by  establishing a  corresponding
valuation allowance.

Other assets are reported primarily at cost.

Pooled Investment Fund

The Company has an arrangement  whereby short-term funds of Principal  Financial
Services,  Inc. are pooled with funds of the Company's subsidiaries and invested
by the Company.  The Company credits  Principal  Financial  Services,  Inc. with
interest  approximating  the yield earned by the Company's  Separate Account LI,
which invests in commercial  paper.  At December 31, 1998, the Company  reported
$137  million in other  liabilities  in the  statements  of  financial  position
related to this arrangement with Principal Financial Services, Inc.

The  Company's  pooled  funds are also made  available  to  Principal  Financial
Services,  Inc.  for  short-term  borrowings  up to $1  million,  with  interest
approximating  the yield  earned by Separate  Account LI. At December  31, 1998,
there were no such borrowings outstanding under this arrangement.

Comprehensive Income

On January 1, 1998,  the  Company  adopted  Statement  of  Financial  Accounting
Standards No. 130,  Reporting  Comprehensive  Income ("SFAS 130"),  and restated
prior years' financial statements to conform to the reporting standard. SFAS 130
establishes standards for reporting and displaying  comprehensive income and its
components in a full set of general-purpose financial statements.  Comprehensive
income  includes all changes in equity  during a period  except those  resulting
from investments by shareholders and distributions to shareholders. The adoption
of SFAS No. 130 resulted in revised and additional disclosures but had no effect
on the financial position, results of operations, or liquidity of the Company.

Other comprehensive income excludes net realized capital gains (losses) included
in net income of $344 million in 1998,  $113 million in 1997 and $256 million in
1996.  These amounts are net of income taxes and  adjustments to deferred policy
acquisition  costs and unearned  revenue  reserves of $122 million in 1998,  $63
million in 1997 and $132 million in 1996.

Reclassifications

Certain  reclassifications  have  been  made to the 1996  and 1997  consolidated
financial statements to conform to the 1998 presentation.

Pending Accounting Change

In June 1998,  the  Financial  Accounting  Standards  Board (the "FASB")  issued
Statement No. 133, Accounting for Derivative  Instruments and Hedging Activities
("SFAS 133"),  which the Company is required to adopt January 1, 2000.  SFAS 133
will  require  the  Company to  include  all  derivatives  in the  statement  of
financial position at fair value.  Changes in derivative fair values will either
be  recognized  in  earnings  as offsets to the changes in fair value of related
hedged assets, liabilities and firm commitments or, for forecasted transactions,
deferred and  recorded as a component  of equity  until the hedged  transactions
occur and are  recognized  in  earnings.  The  ineffective  portion of a hedging
derivative's  change in fair value will be  immediately  recognized in earnings.
The impact of SFAS 133 on the Company's  financial  statements  will depend on a
variety of factors,  including future  interpretive  guidance from the FASB, the
future level of forecasted and actual foreign currency transactions,  the extent
of the Company's hedging  activities,  the types of hedging instruments used and
the effectiveness of such instruments. However, the Company does not believe the
effect of adopting SFAS 133 will be material to its financial position.


2. Mergers, Acquisitions and Divestitures

Effective  April 1, 1998,  the Company merged  substantially  all of its managed
care operations  with Coventry  Corporation in exchange for a share of ownership
in the resulting  entity,  Coventry  Health Care, Inc. At December 31, 1998, the
Company held a 42% share of Coventry Health Care, Inc. The Company's  investment
in Coventry  Health Care,  Inc. is accounted  for using the equity  method.  Net
equity  of  the  transferred  business  on  April  1,  1998  was  $170  million.
Consolidated  financial  results for 1997 included  total assets at December 31,
1997,   and  total  revenues  and  pretax  loss  for  the  year  then  ended  of
approximately $419 million,  $883 million and $(26) million,  respectively,  for
the transferred business.

During 1998,  various  acquisitions  were made by the Company's  subsidiaries at
purchase prices  aggregating $224 million.  The acquisitions  were all accounted
for using the  purchase  method and the results of  operations  of the  acquired
businesses  have been included in the financial  statements of the  subsidiaries
from the dates of  acquisition.  Such  acquired  companies  had total  assets at
December  31,  1998 and total 1998  revenue  of $459  million  and $58  million,
respectively.

During  1998,  various  divestitures  were  made  by  certain  of the  Company's
subsidiaries at selling prices  aggregating  $118 million and $15 million in net
realized capital gains were realized as a result of these divestitures. In 1997,
the  financial  statements  included  $152  million in assets,  $206  million in
revenues and $20 million of pretax losses related to these subsidiaries.

Beginning in 1998, the Company did not renew medical business in 14 states where
it does not believe it can effectively  compete.  The Company continues to offer
non-medical coverage and administrative  services only products in these states.
Annual medical premium in these states was approximately $230 million in 1997.

During  1997,  various  acquisitions  were  made  by  certain  of the  Company's
subsidiaries at purchase prices aggregating $101 million.  The acquisitions were
all accounted for using the purchase method and the results of operations of the
acquired  businesses  have been  included  in the  financial  statements  of the
subsidiaries  from the dates of acquisition.  Such acquired  companies had total
assets at  December  31,  1997 and total 1997  revenue of $459  million  and $86
million, respectively.

During 1997, the Company  terminated a portion of its group medical business and
helped   insureds   find   replacement   coverage.   The  Company  has  retained
responsibility  for the payment of claims incurred on this business prior to the
effective date of the  termination  and has included an estimate of the ultimate
liability for these claims in its financial statements.  Annual premiums related
to this business were approximately $380 million at date of transfer.


3. Investments

Under  SFAS No.  115,  Accounting  for  Certain  Investments  in Debt and Equity
Securities,   securities   are  generally   classified  as   available-for-sale,
held-to-maturity,  or  trading.  The  Company has  classified  its entire  fixed
maturities  portfolio  as  available-for-sale,  although  it  is  generally  the
Company's  intent to hold these  securities  to  maturity.  The Company has also
classified all equity securities as available-for-sale. Securities classified as
available-for-sale are reported at fair value in the consolidated  statements of
financial  position with the related unrealized holding gains and losses on such
available-for-sale  securities  reported as a separate component of equity after
adjustments for related changes in deferred policy acquisition  costs,  unearned
revenue reserves and deferred income taxes.

The cost,  gross  unrealized gains and losses and fair value of fixed maturities
and equity securities  available-for-sale  as of December 31, 1998 and 1997, are
as follows (in millions):
<TABLE>
<CAPTION>
                                                                   Gross           Gross
                                                                Unrealized      Unrealized         Fair
                                                   Cost            Gains          Losses          Value
                                              ---------------------------------------------------------------
                                              ---------------------------------------------------------------
<S>                                                <C>            <C>              <C>             <C>       
   December 31, 1998 Fixed maturities:
     United States Government and agencies
                                                   $   611        $    -           $  10           $   601
     Foreign governments                                57            21               1                77
     States and political subdivisions                 428            19               4               443
     Corporate - public                              4,470           264              88             4,646
     Corporate - private                            11,935           653              97            12,491
     Mortgage-backed securities                      2,661            92               5             2,748
                                              ---------------------------------------------------------------
   Total fixed maturities                          $20,162        $1,049            $205           $21,006
                                              ===============================================================
   Total equity securities                         $   760        $  395           $  53           $ 1,102
                                              ===============================================================

   December 31, 1997 Fixed maturities:
     United States Government and agencies
                                                   $   337        $    1           $   -           $   338
     Foreign governments                               217             -               -               217
     States and political subdivisions                 232            15               2               245
     Corporate - public                              4,014           224              18             4,220
     Corporate - private                            12,478           856              30            13,304
     Mortgage-backed securities                      3,124            99               3             3,220
                                              ---------------------------------------------------------------
                                              ---------------------------------------------------------------
                                                    20,402         1,195              53            21,544
     Redeemable preferred stocks                         2             -               -                 2
                                              ===============================================================
   Total fixed maturities                          $20,404        $1,195           $  53           $21,546
                                              ===============================================================
   Total equity securities                         $   639        $  664           $  30           $ 1,273
                                              ===============================================================

</TABLE>

The cost and fair value of fixed maturities  available-for-sale  at December 31,
1998, by expected maturity, are as follows (in millions):

                                                        Cost        Fair Value
                                                      --------------------------
                                                      --------------------------

   Due in one year or less                            $  1,043        $  1,061
   Due after one year through five years                 6,922           7,012
   Due after five years through ten years                5,283           5,590
   Due after ten years                                   4,234           4,577
                                                      --------------------------
                                                      --------------------------
                                                        17,482          18,240
   Mortgage-backed and other securities without
     a single maturity date                              2,680           2,766
                                                      --------------------------
                                                      ==========================
   Total                                               $20,162         $21,006
                                                      ==========================

The above summarized activity is based on expected maturities. Actual maturities
may differ because borrowers may have the right to call or pre-pay obligations.

Major  categories  of net  investment  income  are  summarized  as  follows  (in
millions):

                                                 Year ended December 31
                                            1998          1997          1996
                                           ------------------------------------

   Fixed maturities, available-for-sale     $1,525        $1,620        $1,649
   Equity securities, available-for-sale        32            39            33
   Mortgage loans                            1,171         1,150         1,085
   Real estate                                 525           501           486
   Policy loans                                 27            50            49
   Cash and cash equivalents                     9             9            15
   Other                                        49            92            48
                                           ------------------------------------
                                           ------------------------------------
                                             3,338         3,461         3,365

   Less investment expenses                   (517)         (513)         (460)
                                           ------------------------------------
                                           ====================================
   Net investment income                    $2,821        $2,948        $2,905
                                           ====================================


The major  components of net realized  capital gains (losses) on investments are
summarized as follows (in millions):

                                                  Year ended December 31
                                            1998          1997           1996
                                            ----------------------------------

   Fixed maturities, available-for-sale:
     Gross gains                             $ 67          $ 51          $ 80
     Gross losses                             (31)          (43)          (73)
   Equity securities, available-for-sale:
     Gross gains                              329           132           451
     Gross losses                             (40)          (26)           (5)
   Mortgage loans                               8            (6)          (11)
   Real estate                                126            64            14
   Other                                        7             4           (68)
                                            ==================================
   Net realized capital gains                $466          $176          $388
                                            ==================================

Proceeds from sales of  investments  (excluding  call and maturity  proceeds) in
fixed maturities were $2.8 billion,  $5.0 billion and $7.8 billion in 1998, 1997
and 1996 respectively.  Of the 1998, 1997 and 1996 proceeds,  $2.2 billion, $4.0
billion  and $7.2  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 $23 million,  $29 million
and $64 million and gross  losses of $7 million,  $10 million and $53 million in
1998,  1997 and 1996,  respectively,  were realized on sales of  mortgage-backed
securities.  At December 31, 1998,  the Company had security  purchases  payable
totaling $576 million relating to the purchases of mortgage-backed securities at
forward dates.

Prior to 1996, 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. The equity swaps were terminated during 1996 and
a  realized  loss  of $81  million  recorded.  Common  stocks  of  $633  million
associated  with these  equity  swaps were sold  during  1996 and a gain of $402
million recorded, resulting in a net realized gain of $321 million.

The  unrealized  appreciation  on  investments  in fixed  maturities  and equity
securities  available-for-sale  is reported as a separate  component  of equity,
reduced by adjustments to deferred policy acquisition costs and unearned revenue
reserves that would have been  required as a charge or credit to operations  had
such  amounts been  realized and a provision  for  deferred  income  taxes.  The
cumulative  amount of net  unrealized  gains on  available-for-sale  securities,
including  the net  unrealized  gains  on the  Closed  Block  available-for-sale
securities, is as follows (in millions):
<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1998           1997
                                                                              -----------------------------

<S>                                                                                <C>         <C>   
   Unrealized appreciation on fixed maturities, available-for-sale                 $939        $1,142
   Unrealized appreciation on equity securities, available-for-sale,
     including seed money in separate accounts                                      347           639
   Adjustments for assumed changes in amortization patterns:
     Deferred policy acquisition costs                                             (167)         (204)
     Unearned revenue reserves                                                       17            21
   Provision for deferred income taxes                                             (390)         (560)
                                                                              =============================
   Net unrealized gains on available-for-sale securities                           $746        $1,038
                                                                              =============================
</TABLE>

The  1998   decrease   in   unrealized   appreciation   on   fixed   maturities,
available-for-sale,  includes the effect of a change in the method of estimating
the fair value of  certain  corporate  bonds,  net of  related  adjustments  for
assumed  changes in  amortization  patterns and deferred  income taxes,  of $116
million.

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, 1998 and 1997, 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

                           1998        1997                    1998       1997
                        ----------------------             --------------------
                        ----------------------             --------------------

   Pacific                 28%         28%          Industrial   33%        33%
   South Atlantic          24          24           Retail       33         33
   North Central           15          16           Office       29         29
   Mid Atlantic            14          14           Other         5          5
   South Central            9           9
   New England              5           5
   Mountain                 5           4

Mortgage  loans on real estate are considered  impaired  when,  based on current
information  and  events,  it is  probable  that the  Company  will be unable to
collect all amounts due according to  contractual  terms of the loan  agreement.
When the Company  determines  that a loan is impaired,  a provision  for loss is
established for the difference  between the carrying amount of the mortgage loan
and the estimated value. Estimated value is based on either the present value of
the expected future cash flows discounted at the loan's effective interest rate,
the  loan's  observable  market  price  or fair  value  of the  collateral.  The
provision for losses is reported as a net realized capital loss.

Mortgage loans deemed to be uncollectible  are charged against the allowance for
losses and subsequent  recoveries are credited to the allowance for losses.  The
allowance for losses is maintained at a level believed adequate by management to
absorb estimated probable credit losses. Management's periodic evaluation of the
adequacy of the allowance  for losses is based on the  Company's  past loan loss
experience,  known and inherent risks in the portfolio,  adverse situations that
may  affect  the  borrower's  ability  to  repay,  the  estimated  value  of the
underlying  collateral,  composition  of the loan  portfolio,  current  economic
conditions and other relevant factors.  The evaluation is inherently  subjective
as it requires  estimating  the amounts and timing of future cash flows expected
to be received on impaired loans that may change.

A summary of the changes in the mortgage loan allowance for losses is as follows
(in millions):

                                                  December 31
                                         1998        1997        1996
                                      ------------------------------------

   Balance at beginning of year           $121        $121        $115
   Provision for losses                      4           8          16
   Releases due to write-downs, 
     sales and foreclosures                (12)         (8)        (10)
                                      ====================================
   Balance at end of year                 $113        $121        $121
                                      ====================================

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.

The Company was servicing approximately 484,000 and 371,000 residential mortgage
loans with aggregate principal balances of approximately $42.1 billion and $29.1
billion at December 31, 1998 and 1997,  respectively.  In connection  with these
mortgage  servicing  activities,  the  Company  held  funds in trust for  others
totaling  approximately  $284  million and $210 million at December 31, 1998 and
1997, respectively.  In connection with its loan administration  activities, the
Company  advances  payments of property  taxes and  insurance  premiums and also
advances  principal and interest  payments to investors in advance of collecting
funds from specific mortgagors.  In addition, the Company makes certain payments
of attorney fees and other costs related to loans in foreclosure.  These amounts
receivable  are  recorded,  at cost,  as  advances on  serviced  loans.  Amounts
advanced  are  considered  in  management's  evaluation  of the  adequacy of the
mortgage loan allowance for losses.

Real estate  holdings and related  accumulated  depreciation  are as follows (in
millions):

                                                  December 31
                                              1998           1997
                                          -----------------------------

   Properties held for sale                   $1,043       $   360
   Investment real estate                      2,007         2,625
                                          -----------------------------
                                               3,050         2,985
   Accumulated depreciation                     (359)         (353)
                                          =============================
   Real estate, net                           $2,691        $2,632
                                          =============================

Other  investments  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 $0.9  billion  and $1.2  billion at
December 31, 1998 and 1997, respectively.  The Company is committed to providing
additional mortgage financing for such joint ventures aggregating $85 million at
December 31, 1998.


4. 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  contracts ($140 million at
December 31, 1998, and $36 million at December 31, 1997) represent the extent of
the Company's  involvement  but not the risk of loss. The Company had no forward
contracts at December 31, 1998 and 1997.

The  Company  enters  into  interest  rate swaps to  minimize  its  exposure  to
fluctuations in interest rates. Swaps are used in asset and liability management
to modify duration and match cash flows. The notional  principal  amounts of the
swaps  outstanding  at December  31, 1998 and 1997,  were $1.6  billion and $1.0
billion, respectively, and the credit exposure at December 31, 1998 and 1997 was
$19 million and $21 million, respectively. The Company is exposed to credit loss
in the  event of  nonperformance  of the  counterparties.  This  credit  risk is
minimized  by  purchasing  such  agreements  from  financial  institutions  with
superior  performance records. 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 six years
at both December 31, 1998 and 1997.  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.

The Company  manages  risk on its mortgage  loan  pipeline by buying and selling
mortgage-backed  securities in the forward markets,  over-the-counter options on
mortgage-backed  securities,  U. S.  Treasury  futures  contracts and options on
Treasury futures contracts.  The Company entered into mandatory forward,  option
and futures contracts  totaling  approximately  $2.4 billion and $1.2 billion at
December  31,  1998 and  1997,  respectively,  to reduce  interest  rate risk on
certain  mortgage  loans  held for  sale  and  other  commitments.  The  forward
contracts provide for the delivery of securities at a specified future date at a
specified  price or yield.  In the event the  counterparty is unable to meet its
contractual  obligations,  the  Company  may be  exposed  to the risk of selling
mortgage loans at prevailing  market prices.  The effect of these  contracts was
considered in the lower of cost or market calculation of mortgage loans held for
sale.

The Company has  committed  to  originate  approximately  $1.1  billion and $612
million of mortgage loans at December 31, 1998 and 1997,  respectively,  subject
to borrowers meeting the Company's  underwriting  guidelines.  These commitments
call for the Company to fund such loans at a future  date with a specified  rate
at a specified  price.  Because the  borrowers  are not  obligated  to close the
loans, the Company is exposed to risks that it may not have sufficient  mortgage
loans  to  deliver  to its  mandatory  forward  contracts  and,  thus,  would be
obligated to purchase  mortgage  loans at  prevailing  market rates to meet such
commitments. Conversely, the Company is exposed to the risk that more loans than
expected will close, and the loans would then be sold at current market prices.

The  Company  uses  interest  rate floors and  options on futures  contracts  in
hedging a portion of its portfolio of mortgage  servicing rights from prepayment
risk  associated  with changes in interest  rates.  The Company had entered into
interest rate floor and option  contracts  with a notional value of $6.3 billion
and $3.1  billion at December  31, 1998 and 1997,  respectively.  The floors and
contracts  provide  for the receipt of payments  when  interest  rates are below
predetermined interest rate levels. The premiums paid for floors are included in
other assets in the Company's consolidated statements of financial position.

The Company  enters into currency  exchange swap  agreements to convert  certain
foreign  denominated  fixed rate assets into U.S. dollar  denominated fixed rate
assets  and  eliminate  the  exposure  to future  currency  volatility  on those
securities.  At December  31,  1998,  the Company had various  foreign  currency
exchange agreements with maturities ranging from 1999 to 2018, with an aggregate
notional amount involved of  approximately  $486 million and the credit exposure
was $35 million.  At December 31, 1997, such maturities ranged from 1998 to 2018
with an aggregate  notional  amount of  approximately  $410 million and a credit
exposure  of  $17  million.   The  average  unexpired  term  of  the  swaps  was
approximately seven years at both December 31, 1998 and 1997.


5. Closed Block

Summarized financial information of the Closed Block as of and for the six-month
period from formation to December 31, 1998, is as follows (in millions):

   Assets
   Fixed maturities, available-for-sale                            $1,722
   Mortgage loans                                                   1,063
   Policy loans                                                       741
   Other investments                                                    1
   Accrued investment income                                           60
   Deferred policy acquisition costs                                  649
   Other assets                                                        15
                                                                ===========
                                                                   $4,251
                                                                ===========

   Liabilities
   Future policy benefits and claims                               $4,668
   Other policyholder funds                                             6
   Policyholder dividends payable                                     393
   Other liabilities                                                  232
                                                                ===========
                                                                   $5,299
                                                                ===========

   Revenues and expenses
   Premiums                                                       $   390
   Net investment income                                              127
   Other income                                                         1
   Benefits, claims and settlement expenses                          (306)
   Dividends to policyholders                                        (143)
   Operating expenses                                                 (56)
                                                                ===========
   Contribution from the Closed Block (before income taxes)      $     13
                                                                ===========


6. Accident and Health Reserves

Activity  in the  liability  for unpaid  accident  and health  claims,  which is
included with future policy benefits and claims in the  consolidated  statements
of financial position, is summarized as follows (in millions):
                                                  Year ended December 31
                                            1998          1997          1996
                                           ------------------------------------

   Balance at beginning of year            $   770       $   800       $   810

   Incurred:
     Current year                            1,922         2,723         3,051
     Prior years                               (14)          (21)          (29)
                                           ------------------------------------
                                           ------------------------------------
   Total incurred                            1,908         2,702         3,022

   Reclassification for subsidiary merger
     (see Note 2)                              155             -             -
   Payments:
     Current year                            1,523         2,235         2,535
     Prior years                               359           497           497
                                           ------------------------------------
   Total payments                            2,037         2,732         3,032
                                           ------------------------------------

   Balance at end of year:
     Current year                              349           476           516
     Prior years                               292           294           284
                                           ------------------------------------
                                           ====================================
   Total balance at end of year            $   641       $   770       $   800
                                           ====================================

The activity  summary in the  liability  for unpaid  accident and health  claims
shows a decrease of $14 million, $21 million and $29 million to the December 31,
1997,   1996  and  1995  liability  for  unpaid   accident  and  health  claims,
respectively, arising in prior years. Such liability adjustments, which affected
current  operations  during 1998,  1997 and 1996,  respectively,  resulted  from
developed  claims for prior years being different than were anticipated when the
liabilities  for unpaid  accident and health claims were  originally  estimated.
These trends have been considered in establishing the current year liability for
unpaid accident and health claims.


7. Debt

The  components  of debt as of December  31, 1998 and  December  31, 1997 are as
follows (in millions):

                                                          December 31
                                                     1998           1997
                                                 ------------------------------

      7.875% notes payable, due 2024                  $199          $199
      8% notes payable, due 2044                        99            99
      Mortgages and other notes payable                373           161
                                                 ==============================
      Total debt                                      $671          $459
                                                 ==============================

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 notes. The discount and direct
costs  associated  with issuing these notes are being  amortized to expense over
their respective  terms using the interest method.  Each payment of interest and
principal on the notes, however, 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 each of the years ended December 31, 1998, 1997 and 1996, interest
of $24 million was approved by the Commissioner, paid and charged to expense.

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.

In addition,  subject to Commissioner  approval, the 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
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.

The  mortgages  and  other  notes  payable  are   financings   for  real  estate
developments.  The Company has obtained  loans with  various  lenders to finance
these developments. Outstanding principal balances as of December 31, 1998 range
from $1 million to $39.1 million per  development  with interest rates generally
ranging  from 6.6% to 9.3%.  Outstanding  principal  balances as of December 31,
1997 range from $1 million to $10.7 million per development  with interest rates
generally ranging from 6.6% to 8.0%.

At  December  31,  1998,  future  annual  maturities  of debt are as follows (in
millions):

   1999                                       $150
   2000                                          9
   2001                                          8
   2002                                          8
   2003                                          9
   Thereafter                                  487
                                           ----------
                                           ==========
   Total future maturities of debt            $671
                                           ==========

Cash paid for interest for 1998, 1997 and 1996 was $97 million,  $67 million and
$79 million, respectively.

The  Company  issues  commercial  paper  periodically  to  meet  its  short-term
financing needs and also has credit  facilities with various banks.  The Company
had outstanding  credit  borrowings of $200 million and $225 million at December
31, 1998 and 1997,  respectively.  These outstanding  borrowings are included in
other liabilities in the consolidated statements of financial position.


8. Income Taxes

The Company's income tax expense (benefit) is as follows (in millions):

                                        Year ended December 31
                                  1998          1997          1996
                                 ---------------------------------------
   Current income taxes:
     Federal                      $ (80)          $144          $145
     State and foreign               10              3            (1)
     Net realized capital gains     107             11           210
                                 ---------------------------------------
   Total current income taxes        37            158           354
   Deferred income taxes              7             83           (50)
                                 =======================================
   Total income taxes               $44           $241          $304
                                 =======================================



The Company's provision for income taxes may not have the customary relationship
of taxes to income. Differences between the prevailing corporate income tax rate
of 35% times the pre-tax income and the Company's  effective tax rate on pre-tax
income are generally due to inherent  differences  between  income for financial
reporting  purposes  and  income  for tax  purposes,  and the  establishment  of
adequate  provisions  for any  challenges of the tax filings and tax payments to
the various taxing jurisdictions.  A reconciliation between the corporate income
tax rate and the effective tax rate is as follows (in millions):
                                                 Year ended December 31
                                            1998          1997          1996
                                           -----------------------------------

   Statutory corporate tax rate              35%           35%           35%
   Dividends received deduction              (4)           (2)           (1)
   Interest exclusion from taxable income    (1)           (1)           (1)
   Resolution of prior year tax issues      (20)            -             -
   Other                                     (4)            3             4
                                           -----------------------------------
   Effective tax rate                         6%           35%           37%
                                           ===================================

Significant components of the Company's net deferred income taxes are as follows
   (in millions):
                                                                 December 31
                                                             1998       1997
                                                            -------------------
   Deferred income tax assets (liabilities):
     Insurance liabilities                                   $ 171      $ 179
     Deferred policy acquisition costs                        (331)      (341)
     Net unrealized gains on available for sale securities    (390)      (560)
     Other                                                      53        (81)
                                                            ===================
                                                             $(497)     $(803)
                                                            ===================

The Internal  Revenue  Service (the  Service) has completed  examination  of the
consolidated  federal income tax returns of the Company and affiliated companies
through  1992.  The Service is  completing  their  examination  of the Company's
returns for 1993 and 1994.  The  Service  has also begun to examine  returns for
1995 and 1996. The Company believes that there are adequate  defenses against or
sufficient provisions for any challenges.

Undistributed   earnings  of  certain   foreign   subsidiaries   are  considered
indefinitely  reinvested by the Company. A tax liability will be recognized when
the Company expects  distribution of earnings in the form of dividends,  sale of
the investment or otherwise.

Cash paid for income  taxes was $309  million in 1998,  $143 million in 1997 and
$285 million in 1996.


9. 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.  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 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 the employee's date of hire 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 plans'  combined  funded  status,  reconciled  to amounts  recognized in the
consolidated  statements of financial  position and  consolidated  statements of
operations, is as follows (in millions):
<TABLE>
<CAPTION>

                                                                           Other Postretirement Benefits
                                              Pension Benefits
                                      ----------------------------------   -------------------------------
                                           Year ended December 31              Year ended December 31
                                        1998       1997        1996          1998       1997       1996
                                      --------- ----------- ------------   ---------- ---------- ---------
   <S>                                  <C>        <C>         <C>           <C>        <C>        <C>
   Change in benefit obligation
   Benefit obligation at beginning      $(700)     $(732)      $(670)        $(214)     $(218)     $(212)
     of year
   Service cost                           (34)       (41)        (38)          (12)       (12)       (12)
   Interest cost                          (50)       (52)        (46)          (15)       (16)       (15)
   Plan amendment                           -          -         (16)            -          -          -
   Actuarial gain (loss)                  (79)        97          19            22         22         14
   Curtailment adjustment                   -          7           -             -          -          -
   Benefits paid                           36         21          19            13         10          7
                                      ========= =========== ============   ========== ========== =========
   Benefit obligation at end of year    $(827)     $(700)      $(732)        $(206)     $(214)     $(218)
                                      ========= =========== ============   ========== ========== =========
</TABLE>


<TABLE>
<CAPTION>
                                                                                   Other Postretirement Benefits
                                                   Pension Benefits
                                         --------------------------------------    ------------------------------
                                                Year ended December 31                Year ended December 31
                                            1998        1997          1996          1998       1997       1996
                                         ----------- ------------ -------------   ---------- ---------- ----------
   <S>                                      <C>          <C>          <C>           <C>         <C>        <C>
   Change in plan assets
   Fair value of plan assets at
     beginning of year                      $980         $841         $723          $300        $247       $208
   Actual return on plan assets               23          130          118            15          41         32
   Employer contribution                      26           26           20            26          25         17
   Benefits paid                             (36)         (17)         (20)          (15)        (13)       (10)
                                         ----------- ------------ -------------   ---------- ---------- ----------
   Fair value of plan assets at end of      $993         $980         $841          $326        $300       $247
     year
                                         =========== ============ =============   ========== ========== ==========

   Funded status                            $166         $280         $109          $120        $ 86       $ 29
   Unrecognized net actuarial gain           (38)        (182)         (29)          (71)        (53)       (10)
   Unrecognized prior service cost            12           14           17             -           -          -
   Unamortized transition obligation         (37)         (49)         (60)            8          12         17
                                         ----------- ------------ -------------   ---------- ---------- ----------
   Prepaid benefit cost                     $103         $ 63         $ 37          $ 57        $ 45       $ 36
                                         =========== ============ =============   ========== ========== ==========

   Weighted-average assumptions as of
   December 31
   Discount rate                            6.75%        7.25%        7.25%          6.75%      7.25%      7.25%

   Components of net periodic benefit
     cost
   Service cost                             $ 34         $ 41         $ 38          $ 12        $ 12       $ 12
   Interest cost                              50           52           46            15          16         15
   Expected return on plan assets            (75)         (80)        (119)          (16)        (16)       (13)
   Amortization of prior service cost          1            1            1             -           -          -
   Amortization of transition (asset)
     obligation                              (11)         (11)         (11)            4           4          4
   Recognized net actuarial loss (gain)       (8)           2           52            (1)          -          -
                                         ----------- ------------ -------------   ---------- ---------- ----------
   Net periodic benefit cost (income)       $ (9)        $  5         $  7          $ 14        $ 16       $ 18
                                         =========== ============ =============   ========== ========== ==========
</TABLE>

For 1998,  1997 and 1996, the expected  long-term rates of return on plan assets
for pension benefits were  approximately  5%, 5% and 6.2%,  respectively  (after
estimated income taxes) for those trusts subject to income taxes. For trusts not
subject to income taxes,  the expected  long-term rates of return on plan assets
were  approximately  8.1%, 8.1% and 9.6% for 1998, 1997 and 1996,  respectively.
The assumed  rate of increase in future  compensation  levels  varies by age for
both the qualified and non-qualified pension plans.

For 1998,  1997 and 1996, the expected  long-term rates of return on plan assets
for  other  post-retirement   benefits  were  approximately  5%,  5%  and  6.2%,
respectively  (after  estimated income taxes) for those trusts subject to income
taxes. For trusts not subject to income taxes,  the expected  long-term rates of
return on plan assets were approximately  8.1%, 8.2% and 9.5% for 1998, 1997 and
1996,  respectively.  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 8.75% in 1998 and declines to an
ultimate  rate of 6% in 2025.  Assumed  health  care  cost  trend  rates  have a
significant  effect  on the  amounts  reported  for the  health  care  plans.  A
one-percentage-point  change in assumed  health care cost trend rates would have
the following effects (in millions):

                                             1-Percentage-     1-Percentage-
                                            Point Increase    Point Decrease
                                            ---------------   ---------------
   Effect on total of service and 
     interest cost components                    $ 9               $ (6)
   Effect on accumulated postretirement
     benefit obligation                          $43               $(34)

In  addition,  the  Company has defined  contribution  plans that are  generally
available  to all  employees  and  agents  who  are  age 21 or  older.  Eligible
participants  may  contribute up to 20% of their  compensation,  to a maximum of
$10,000  annually  to the  plans in 1998.  Eligible  participants  were  able to
contribute up to 15% of their  compensation,  to a maximum of $9,500 annually to
the plans in 1997 and 1996. The Company matches the  participant's  contribution
at a 50%  contribution  rate up to a maximum  Company  contribution of 2% of the
participant's  compensation.  The Company  contributed  $11 million in 1998, $15
million in 1997 and $13 million in 1996 to these defined contribution plans.


10. Reinsurance

Reinsurance  contracts  do not  relieve  the  Company  from its  obligations  to
policyowners.  Failure of reinsurers to honor their  obligations could result in
losses to the  Company.  To  minimize  the  possibility  of losses,  the Company
evaluates the financial  condition of its  reinsurers and  continually  monitors
concentrations of credit risk.

The effect of reinsurance on premiums and annuity and other  considerations  and
benefits, claims and settlement expenses is as follows (in millions):

                                                      Year ended December 31
                                            1998           1997         1996
                                           -----------------------------------
                                           -----------------------------------

Premiums and annuity and other 
considerations:
     Direct                                $3,380         $4,601       $5,034
     Assumed                                   59            106          116
     Ceded                                    (30)           (39)         (29)
                                           ===================================
Net premiums and annuity and other 
considerations                             $3,409         $4,668       $5,121
                                           ===================================
                                           ===================================

Benefits, claims and settlement expenses:
     Direct                                $4,739         $5,596       $6,003
     Assumed                                   66            102          109
     Ceded                                    (28)           (66)         (25)
                                           ===================================
Net benefits, claims and
     settlement expenses                   $4,777         $5,632       $6,087
                                           ===================================

Effective July 1, 1998, the Company no longer  participates in reinsurance pools
related to the Federal  Employee  Group Life  Insurance  and Service  Group Life
Insurance  programs.  In 1997, the premium assumed from these  arrangements  was
approximately $85 million.


11. Other Commitments and Contingencies

The Company,  as a lessor,  leases industrial,  office,  retail and other wholly
owned investment real estate properties under various  operating leases.  Rental
income for all operating  leases  totaled $362 million in 1998,  $344 million in
1997 and $310  million in 1996.  At December  31, 1998,  future  minimum  annual
rental commitments under these noncancelable operating leases are as follows (in
millions):

                                     Held for Sale    Held for     Total Rental
                                                     Investment     Commitments
                                     -------------------------------------------
   1999                                  $150          $   172         $   322
   2000                                   127              162             289
   2001                                   103              140             243
   2002                                    77              117             194
   2003                                    49               99             148
   Thereafter                             152              758             910
                                     ===========================================
Total future minimum lease receipts      $658           $1,448           $2,106
                                     ===========================================


The Company,  as a lessee,  leases  office  space,  data  processing  equipment,
corporate  aircraft and office  furniture and equipment under various  operating
leases.  Rental expense for all operating leases totaled $60 million in 1998 and
$84 million in both 1997 and 1996. At December 31, 1998,  future  minimum annual
rental commitments under these noncancelable operating leases are as follows (in
millions):

   1999                                                   $  44
   2000                                                      38
   2001                                                      28
   2002                                                      22
   2003                                                      14
   Thereafter                                                17
                                                        -----------
                                                            163
   Less future sublease rental income on these 
     noncancelable leases                                     6
                                                        ===========
   Total future minimum lease payments                     $157
                                                        ===========

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 the resolution of such actions would not have a material
effect on the Company's consolidated 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  policyowners  and  claimants  in the  event  of
insolvency  of other  insurance  companies.  The  assessments  may be  partially
recovered  through  a  reduction  in future  premium  taxes in some  states.  At
December  31,  1998  and  1997,   approximately   $9  million  and  $6  million,
respectively,  is accrued in other liabilities in the consolidated statements of
financial  position for possible  guarantee fund  assessments  for which notices
have not been received and the Company does not  anticipate  receiving a premium
tax credit.


12. Fair Value of Financial Instruments

The following  discussion  describes the methods and assumptions utilized by the
Company in estimating  its fair value  disclosures  for  financial  instruments.
Certain financial instruments,  particularly  policyowner liabilities other than
investment   contracts,   are   excluded   from  these  fair  value   disclosure
requirements. The 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 financial  instruments
presented  below.  The  estimates  shown are not  necessarily  indicative of the
amounts that would be realized in a one-time,  current market exchange of all of
the Company's financial instruments.

The Company defines fair value as the quoted market prices for those instruments
that are actively  traded in  financial  markets.  In cases where quoted  market
prices are not available, fair values are estimated using present value or other
valuation  techniques.  The fair value estimates are made at a specific point in
time,  based on available  market  information and judgments about the financial
instrument,  including estimates of timing, amount of expected future cash flows
and the credit  standing of  counterparties.  Such estimates do not consider the
tax impact of the realization of unrealized gains or losses.  In many cases, the
fair value  estimates  cannot be  substantiated  by  comparison  to  independent
markets.  In  addition,  the  disclosed  fair value may not be  realized  in the
immediate settlement of the financial instrument.

Fair values of public debt and equity  securities  have been  determined  by the
Company from public quotations, when available. Private placement securities and
other fixed  maturities  and equity  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.

Fair values of  commercial  mortgage  loans are  determined by  discounting  the
expected  total cash flows using market rates that are  applicable to the yield,
credit quality and maturity of each loan.  Fair values of  residential  mortgage
loans are  determined 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 fair values for assets classified as policy loans, other  investments,  cash
and  cash  equivalents  and  accrued   investment  income  in  the  accompanying
consolidated   statements  of  financial  position  approximate  their  carrying
amounts.

The fair values of the Company's  reserves and liabilities  for  investment-type
insurance contracts  (insurance,  annuity and other policy contracts that do not
involve  significant  mortality or morbidity risk and that are only a portion of
the  policyowner   liabilities  appearing  in  the  consolidated  statements  of
financial  position) 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).
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.

Fair values for debt issues are estimated  using  discounted  cash flow analysis
based  on  the  Company's  incremental  borrowing  rate  for  similar  borrowing
arrangements.

The  carrying  amounts  and  estimated  fair values of the  Company's  financial
instruments at December 31, 1998 and 1997, are as follows (in millions):
<TABLE>
<CAPTION>
                                                             1998                         1997
                                                  ---------------------------  ----------------------------
                                                     Carrying       Fair         Carrying        Fair
                                                      Amount        Value         Amount         Value
                                                  ---------------------------  ----------------------------
   Assets (liabilities)
   <S>                                                <C>           <C>            <C>          <C>
   Fixed maturities (see Note 3)                      $21,006       $21,006        $21,546      $21,546
   Equity securities (see Note 3)                       1,102         1,102          1,273        1,273
   Mortgage loans                                      12,091        12,711         13,286       14,010
   Policy loans                                            25            25            749          749
   Other investments                                      349           349            130          130
   Cash and cash equivalents                              461           461            546          546
   Accrued investment income                              375           375            457          457
   Financial instruments included in Closed
     Block (see Note 5)                                 3,587         3,652              -            -
   Investment-type insurance contracts                (22,127)      (21,606)       (22,115)     (22,637)
   Debt                                                  (671)         (708)          (459)        (486)
</TABLE>


13. Statutory Insurance Financial Information

The Company  prepares  statutory  financial  statements in  accordance  with the
accounting  practices  prescribed or permitted by the Insurance  Division of the
Department of Commerce of the State of Iowa.  Currently  "prescribed"  statutory
accounting   practices  include  a  variety  of  publications  of  the  National
Association of Insurance Commissioners (NAIC) as well as state laws, regulations
and general  administrative  rules.  "Permitted"  statutory accounting practices
encompass  all  accounting  practices  not  so  prescribed.  The  impact  of any
permitted  accounting  practices  on  statutory  surplus  is not  material.  The
accounting   practices  used  to  prepare  statutory  financial  statements  for
regulatory  filings  differ  in  certain  instances  from  GAAP.  Prescribed  or
permitted statutory accounting practices are used by state insurance departments
to regulate the Company.

The NAIC  has  adopted  the  Codification  of  Statutory  Accounting  Principles
(Codification), the result of which is expected to constitute the primary source
of "prescribed"  statutory accounting practices assuming formal adoption by Iowa
regulatory  authorities.  If adopted as proposed,  the codification  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.  Codification will require adoption by the
various  states before it becomes the prescribed  statutory  basis of accounting
for  insurance  companies  domiciled  within  those  states.  The  impact on the
Company's statutory financial statements has not been determined at this time.

Life/Health  insurance companies are subject to certain risk-based capital (RBC)
requirements as specified by the NAIC. Under those  requirements,  the amount of
capital and  surplus  maintained  by a  life/health  insurance  company is to be
determined  based on the various  risk  factors  related to it. At December  31,
1998, the Company meets the RBC requirements.

The following summary reconciles the assets and stockholder's equity at December
31, 1998,  1997 and 1996,  and net income for the years ended December 31, 1998,
1997 and 1996, in accordance with statutory  reporting  practices  prescribed or
permitted by the Insurance  Division of the  Department of Commerce of the State
of Iowa with that reported in these  consolidated GAAP financial  statements (in
millions):
<TABLE>
<CAPTION>
                                                                             Stockholder's
                                                                  Assets        Equity        Net Income
                                                               ---------------------------------------------
                                                               ---------------------------------------------
<S>                                                               <C>             <C>            <C> 
   December 31, 1998
   As reported in accordance with statutory accounting
     practices - unconsolidated                                   $70,096         $3,032         $511
   Additions (deductions):
     Unrealized gain on fixed maturities available-for-sale           997            997            -
     Other investment adjustments                                   1,620          1,081          176
     Adjustments to insurance reserves and dividends                 (169)          (192)         (56)
     Deferral of policy acquisition costs                           1,105          1,105            -
     Surplus note reclassification as debt                              -           (298)           -
     Provision for deferred federal income taxes and other
       tax reclassifications                                            -           (475)         165
     Other - net                                                      294            219         (101)
                                                               =============================================
   As reported in these consolidated GAAP financial statements
                                                                  $73,943         $5,469         $695
                                                               =============================================

   December 31, 1997
   As reported in accordance with statutory accounting
     practices - unconsolidated                                   $63,957         $2,811         $432
   Additions (deductions):
     Unrealized gain on fixed maturities available-for-sale         1,176          1,176            -
     Other investment adjustments                                     853          1,141           27
     Adjustments to insurance reserves and dividends                 (173)          (131)         (41)
     Deferral of policy acquisition costs                           1,057          1,057           43
     Surplus note reclassification as debt                              -           (298)           -
     Provision for deferred federal income taxes and other
       tax reclassifications                                            -           (643)           7
     Other - net                                                      184            171          (14)
                                                               ---------------------------------------------
                                                               =============================================
   As reported in these consolidated GAAP financial statements
                                                                  $67,054         $5,284         $454
                                                               =============================================



                                                                                  Stockholder's
                                                                  Assets          Equity         Net Income
                                                               ---------------------------------------------
   December 31, 1996
   As reported in accordance with statutory accounting
     practices - unconsolidated                                   $56,837         $2,504         $415
   Additions (deductions):
     Unrealized gain on fixed maturities available-for-sale           964            964            -
     Other investment adjustments                                     355            901           53
     Adjustments to insurance reserves and dividends                 (156)          (115)         (41)
     Deferral of policy acquisition costs                           1,058          1,058           38
     Surplus note reclassification as debt                              -           (298)           -
     Provision for deferred federal income taxes and other
       tax reclassifications                                           (6)          (493)          60
     Other - net                                                       90            133            1
                                                               =============================================
   As reported in these consolidated GAAP financial statements
                                                                  $59,142         $4,654         $526
                                                               =============================================
</TABLE>


14. Dividends

On  December  1, 1998,  the  Company's  Board of  Directors  declared  dividends
comprising cash and other assets totaling $200 million to its sole  shareholder,
Principal  Financial  Services,  Inc. At December 31, 1998,  $140 million of the
dividends  have  been  paid  and the  remaining  balance  is  reported  in other
liabilities.


15. Year 2000 Issues (Unaudited)

In 1995, the Company began  investigating  the potential impact of the Year 2000
on its systems,  procedures,  customers  and business  processes.  The Year 2000
assessment provided information used to determine what system components must be
changed or replaced to minimize the impact of the  calendar  change from 1999 to
2000.

The Company will  continue to use  internal  and  external  resources to modify,
replace,  and test its  systems.  Management  estimates  100% of the  identified
modifications   to  mission   critical   systems  and  99%  of  the   identified
modifications  to other  systems have been  completed for its Year 2000 project.
The project  completion is scheduled to occur prior to any anticipated impact on
the Company  operations.  The total cost for the project is  estimated to be $20
million, with the costs being expensed as incurred until completion.

The  Company  faces  the risk  that  one or more of its  critical  suppliers  or
customers (external relationships) will not be able to interact with the Company
due to the third  party's  inability  to resolve its own Year 2000  issues.  The
Company has completed its inventory of external  relationships and is attempting
to determine the overall Year 2000 readiness of its external relationships.  The
Company is engaged  in  discussions  with the third  parties  and is  requesting
information  as to those  parties' Year 2000 plans and state of  readiness.  The
Company,  however,  does not have sufficient  information at the current time to
predict whether all of its external relationships will be Year 2000 ready.

While the Company  believes that it has addressed  its Year 2000  concerns,  the
Company has begun to develop  contingency/recovery  plans aimed at ensuring  the
continuity of critical  business  functions  before,  on and after  December 31,
1999.  The Company  expects  contingency/recovery  planning to be  substantially
complete  by April 1, 1999.  The Year 2000  contingency  plans will be  reviewed
periodically  throughout  1999 and revised as needed.  The Company  believes its
Year 2000  contingency  plans  coupled with  existing  "disaster  recovery"  and
"business resumption" plans minimize the impact Year 2000 issues may have on the
organization.

The process the Company is using  encourages the  developers of the  contingency
plans to look beyond traditional systems problems which may include supply chain
issues, economic conditions, social changes, political aspects and other factors
which could influence the success of the business and customers.
    

                                    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  Accounts  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  Accounts;  and the direct  operating
expenses of the Accounts.  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 .55% of the average daily net assets of the  Accounts,  but
the maximum investment  advisory fee for the Capital Value Account is 0.48%, for
the Money  Market  Account,  and the Bond  Account,  0.50%,  for the High  Yield
Account, and the Balanced Account, 0.60%, and for the MidCap Account, 0.60%. The
charge for Account direct  operating  expenses is estimated to be an annual rate
of .04% of the average daily net assets of the Accounts.  This  illustrated .04%
charge is based on the  assumption  that the direct  operating  expenses  of the
Accounts will continue at levels historically experienced.  The direct operating
expense of the Accounts may decrease or increase in the future making  operating
expenses  actually  incurred by the  Accounts  differ from the .04% 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 -1.35%,  2.65%,  6.65%, and 10.65% and in the third and fourth
illustrations of -1.50%, 2.50%, 6.50%, and 10.50%.

     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.


                        PRINCIPAL LIFE INSURANCE COMPANY
                               FLEX VARIABLE LIFE
                             MALE AGE 35 NON-SMOKER
                            ASSUMING CURRENT CHARGES

PLANNED PREMIUM $1,000               

Initial Face Amount $100,000
Death Benefit Option 1
<TABLE>
<CAPTION>
                                       Death Benefit (2)                                Accumulated Value (2)                       
                                  Assuming Hypothetical Gross                        Assuming Hypothetical Gross                    
                                  Annual Investment Return of                        Annual Investment Return of                    
  End of
   Year     Accumulated      0%          4%          8%          12%          0%          4%          8%          12%         0%    
  Policy   Premiums (1) (-1.35% Net) (2.65% Net) (6.65% Net)(10.65% Net) (-1.35% Net) (2.65% Net) (6.65% Net)(10.65% Net)(-1.35%Net)
<S>          <C>          <C>        <C>         <C>          <C>       <C>        <C>         <C>       <C>              <C>       
     1       $1,050       $100,000   $100,000    $100,000     $100,000  $    693   $     725   $     756 $        788     $   366   
     2        2,153        100,000    100,000     100,000      100,000     1,368       1,460       1,555        1,652       1,041   
     3        3,310        100,000    100,000     100,000      100,000     2,024       2,205       2,394        2,595       1,697   
     4        4,526        100,000    100,000     100,000      100,000     2,660       2,957       3,278        3,626       2,374   
     5        5,802        100,000    100,000     100,000      100,000     3,276       3,717       4,208        4,754       3,031   
     6        7,142        100,000    100,000     100,000      100,000     3,868       4,482       5,183        5,986       3,664   
     7        8,549        100,000    100,000     100,000      100,000     4,437       5,252       6,208        7,333       4,273   
     8       10,027        100,000    100,000     100,000      100,000     4,981       6,025       7,284        8,807       4,859   
     9       11,578        100,000    100,000     100,000      100,000     5,500       6,802       8,414       10,419       5,419   
    10       13,207        100,000    100,000     100,000      100,000     5,996       7,582       9,604       12,189       5,955   
    11       14,917        100,000    100,000     100,000      100,000     6,472       8,371      10,861       14,136       6,472   
    12       16,713        100,000    100,000     100,000      100,000     6,927       9,167      12,188       16,279       6,927   
    13       18,599        100,000    100,000     100,000      100,000     7,360       9,970      13,591       18,639       7,360   
    14       20,579        100,000    100,000     100,000      100,000     7,771      10,778      15,073       21,239       7,771   
    15       22,657        100,000    100,000     100,000      100,000     8,160      11,593      16,641       24,107       8,160   
    16       24,840        100,000    100,000     100,000      100,000     8,524      12,412      18,299       27,272       8,524   
    17       27,132        100,000    100,000     100,000      100,000     8,863      13,235      20,054       30,766       8,863   
    18       29,539        100,000    100,000     100,000      100,000     9,175      14,060      21,910       34,625       9,175   
    19       32,066        100,000    100,000     100,000      100,000     9,459      14,886      23,874       38,890       9,459   
    20       34,719        100,000    100,000     100,000      100,000     9,715      15,713      25,955       43,610       9,715   

30(Age 65)   69,761        100,000    100,000     100,000      158,252     9,783      23,223      55,067      129,714       9,783   
</TABLE>



                            Surrender Value (2)
                        Assuming Hypothetical Gross
                        Annual Investment Return of
  End of
   Year     Accumulated       4%          8%          12%
  Policy   Premiums (1)   (2.65% Net) (6.65% Net)(10.65% Net)
     1       $1,050     $     398   $     429  $      461
     2        2,153         1,133       1,228       1,325
     3        3,310         1,878       2,067       2,268
     4        4,526         2,671       2,992       3,340
     5        5,802         3,472       3,962       4,509
     6        7,142         4,278       4,979       5,782
     7        8,549         5,088       6,045       7,169
     8       10,027         5,903       7,162       8,684
     9       11,578         6,720       8,333      10,338
    10       13,207         7,542       9,563      12,148
    11       14,917         8,371      10,861      14,136
    12       16,713         9,167      12,188      16,279
    13       18,599         9,970      13,591      18,639
    14       20,579        10,778      15,073      21,239
    15       22,657        11,593      16,641      24,107
    16       24,840        12,412      18,299      27,272
    17       27,132        13,235      20,054      30,766
    18       29,539        14,060      21,910      34,625
    19       32,066        14,886      23,874      38,890
    20       34,719        15,713      25,955      43,610

30(Age 65)   69,761        23,223      55,067     129,714

(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.


                        PRINCIPAL LIFE INSURANCE COMPANY
                               FLEX VARIABLE LIFE
                             MALE AGE 35 NON-SMOKER
                            ASSUMING CURRENT CHARGES
PLANNED PREMIUM $1,000

 Initial Face Amount $100,000
 Death Benefit Option 2

<TABLE>
<CAPTION>
                                       Death Benefit (2)                                Accumulated Value (2)                       
                                  Assuming Hypothetical Gross                        Assuming Hypothetical Gross                    
                                  Annual Investment Return of                        Annual Investment Return of                    
  End of
   Year     Accumulated      0%          4%          8%          12%          0%          4%          8%          12%         0%    
  Policy   Premiums (1) (-1.35% Net) (2.65% Net) (6.65% Net)(10.65% Net) (-1.35% Net) (2.65% Net) (6.65% Net)(10.65% Net)(-1.35%Net)
<S>          <C>          <C>        <C>         <C>          <C>        <C>       <C>          <C>       <C>             <C>       
     1       $1,050       $100,000   $100,000    $100,000     $100,000   $   693   $     725    $     756 $       788     $   366   
     2        2,153        100,000    100,000     100,000      100,000     1,368       1,460        1,555       1,652       1,041   
     3        3,310        100,000    100,000     100,000      100,000     2,024       2,205        2,394       2,595       1,697   
     4        4,526        100,000    100,000     100,000      100,000     2,660       2,957        3,278       3,626       2,374   
     5        5,802        100,000    100,000     100,000      100,000     3,276       3,717        4,208       4,754       3,031   
     6        7,142        100,000    100,000     100,000      100,000     3,868       4,482        5,183       5,986       3,664   
     7        8,549        100,000    100,000     100,000      100,000     4,437       5,252        6,208       7,333       4,273   
     8       10,027        100,000    100,000     100,000      100,000     4,981       6,025        7,284       8,807       4,859   
     9       11,578        100,000    100,000     100,000      100,000     5,500       6,802        8,414      10,419       5,419   
    10       13,207        100,000    100,000     100,000      100,000     5,996       7,582        9,604      12,189       5,955   
    11       14,917        100,000    100,000     100,000      100,000     6,472       8,371       10,861      14,136       6,472   
    12       16,713        100,000    100,000     100,000      100,000     6,927       9,167       12,188      16,279       6,927   
    13       18,599        100,000    100,000     100,000      100,000     7,360       9,970       13,591      18,639       7,360   
    14       20,579        100,000    100,000     100,000      100,000     7,771      10,778       15,073      21,239       7,771   
    15       22,657        100,000    100,000     100,000      100,000     8,160      11,593       16,641      24,107       8,160   
    16       24,840        100,000    100,000     100,000      100,000     8,524      12,412       18,299      27,272       8,524   
    17       27,132        100,000    100,000     100,000      100,000     8,863      13,235       20,054      30,766       8,863   
    18       29,539        100,000    100,000     100,000      100,000     9,175      14,060       21,910      34,625       9,175   
    19       32,066        100,000    100,000     100,000      100,000     9,459      14,886       23,874      38,890       9,459   
    20       34,719        100,000    100,000     100,000      100,000     9,715      15,713       25,955      43,610       9,715   

30(Age 65)   69,761        100,000    100,000     100,000      158,252     9,783      23,223       55,067     129,714       9,783   
</TABLE>


                             Surrender Value (2)
                         Assuming Hypothetical Gross
                         Annual Investment Return of
  End of
   Year     Accumulated        4%          8%          12%
  Policy   Premiums (1)  (2.65% Net) (6.65% Net)(10.65% Net)
     1       $1,050      $     398    $    429 $       461
     2        2,153          1,133       1,228       1,325
     3        3,310          1,878       2,067       2,268
     4        4,526          2,671       2,992       3,340
     5        5,802          3,472       3,962       4,509
     6        7,142          4,278       4,979       5,782
     7        8,549          5,088       6,045       7,169
     8       10,027          5,903       7,162       8,684
     9       11,578          6,720       8,333      10,338
    10       13,207          7,542       9,563      12,148
    11       14,917          8,371      10,861      14,136
    12       16,713          9,167      12,188      16,279
    13       18,599          9,970      13,591      18,639
    14       20,579         10,778      15,073      21,239
    15       22,657         11,593      16,641      24,107
    16       24,840         12,412      18,299      27,272
    17       27,132         13,235      20,054      30,766
    18       29,539         14,060      21,910      34,625
    19       32,066         14,886      23,874      38,890
    20       34,719         15,713      25,955      43,610

30(Age 65)   69,761         23,223      55,067     129,714

(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.

                        PRINCIPAL LIFE INSURANCE COMPANY
                               FLEX VARIABLE LIFE
                             MALE AGE 35 NON-SMOKER
                           ASSUMING GUARANTEED CHARGES

PLANNED PREMIUM $1,000

Initial Face Amount $100,000
Death Benefit Option 1

<TABLE>
<CAPTION>
                                       Death Benefit (2)                                Accumulated Value (2)                       
                                  Assuming Hypothetical Gross                        Assuming Hypothetical Gross                    
                                  Annual Investment Return of                        Annual Investment Return of                    
  End of
   Year     Accumulated      0%          4%          8%          12%          0%          4%          8%          12%         0%    
  Policy   Premiums (1) (-1.50% Net) (2.50% Net) (6.50% Net)(10.50% Net) (-1.50% Net) (2.50% Net) (6.50% Net)(10.50% Net)(-1.50%Net)
<S>      <C>             <C>         <C>         <C>          <C>        <C>        <C>        <C>       <C>              <C>       
     1   $    1,050      $100,000    $100,000    $100,000     $100,000   $   686    $    718   $     750 $       782      $   359   
     2        2,153       100,000     100,000     100,000      100,000     1,355       1,446       1,540       1,637        1,028   
     3        3,310       100,000     100,000     100,000      100,000     2,003       2,182       2,370       2,569        1,676   
     4        4,526       100,000     100,000     100,000      100,000     2,630       2,924       3,242       3,586        2,344   
     5        5,802       100,000     100,000     100,000      100,000     3,236       3,672       4,157       4,697        2,991   
     6        7,142       100,000     100,000     100,000      100,000     3,818       4,423       5,117       5,908        3,613   
     7        8,549       100,000     100,000     100,000      100,000     4,375       5,178       6,122       7,230        4,212   
     8       10,027       100,000     100,000     100,000      100,000     4,908       5,935       7,177       8,674        4,785   
     9       11,578       100,000     100,000     100,000      100,000     5,414       6,693       8,281      10,252        5,333   
    10       13,207       100,000     100,000     100,000      100,000     5,893       7,450       9,439      11,976        5,852   
    11       14,917       100,000     100,000     100,000      100,000     6,342       8,204      10,650      13,860        6,342   
    12       16,713       100,000     100,000     100,000      100,000     6,761       8,953      11,917      15,921        6,761   
    13       18,599       100,000     100,000     100,000      100,000     7,147       9,696      13,244      18,177        7,147   
    14       20,579       100,000     100,000     100,000      100,000     7,498      10,431      14,631      20,649        7,498   
    15       22,657       100,000     100,000     100,000      100,000     7,813      11,154      16,082      23,358        7,813   
    16       24,840       100,000     100,000     100,000      100,000     8,087      11,862      17,599      26,329        8,087   
    17       27,132       100,000     100,000     100,000      100,000     8,316      12,549      19,180      29,587        8,316   
    18       29,539       100,000     100,000     100,000      100,000     8,494      13,209      20,828      33,164        8,494   
    19       32,066       100,000     100,000     100,000      100,000     8,614      13,836      22,542      37,092        8,614   
    20       34,719       100,000     100,000     100,000      100,000     8,671      14,422      24,323      41,411        8,671   

30(Age 65)   69,761       100,000     100,000     100,000      145,191     3,935      16,069      46,382     119,009        3,935   
</TABLE>


                            Surrender Value (2)
                        Assuming Hypothetical Gross
                        Annual Investment Return of
  End of
   Year     Accumulated       4%          8%          12%
  Policy   Premiums (1)   (2.50% Net) (6.50% Net)(10.50% Net)
     1   $    1,050     $     391   $     423   $     455
     2        2,153         1,119       1,213       1,310
     3        3,310         1,855       2,043       2,242
     4        4,526         2,637       2,956       3,300
     5        5,802         3,426       3,912       4,452
     6        7,142         4,219       4,912       5,704
     7        8,549         5,015       5,959       7,067
     8       10,027         5,812       7,054       8,552
     9       11,578         6,611       8,200      10,170
    10       13,207         7,409       9,398      11,935
    11       14,917         8,204      10,650      13,860
    12       16,713         8,953      11,917      15,921
    13       18,599         9,696      13,244      18,177
    14       20,579        10,431      14,631      20,649
    15       22,657        11,154      16,082      23,358
    16       24,840        11,862      17,599      26,329
    17       27,132        12,549      19,180      29,587
    18       29,539        13,209      20,828      33,164
    19       32,066        13,836      22,542      37,092
    20       34,719        14,422      24,323      41,411

30(Age 65)   69,761        16,069      46,382     119,009

(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.

                        PRINCIPAL LIFE INSURANCE COMPANY
                               FLEX VARIABLE LIFE
                             MALE AGE 35 NON-SMOKER
                           ASSUMING GUARANTEED CHARGES

 PLANNED PREMIUM $1,000

Initial Face Amount $100,000
Death Benefit Option 2

<TABLE>
<CAPTION>
                                       Death Benefit (2)                                Accumulated Value (2)                       
                                  Assuming Hypothetical Gross                        Assuming Hypothetical Gross                    
                                  Annual Investment Return of                        Annual Investment Return of                    
  End of
   Year     Accumulated      0%          4%          8%          12%          0%          4%          8%          12%         0%    
  Policy   Premiums (1) (-1.50% Net) (2.50% Net) (6.50% Net)(10.50% Net) (-1.50% Net) (2.50% Net) (6.50% Net)(10.50% Net)(-1.50%Net)
<S>          <C>          <C>         <C>         <C>         <C>        <C>       <C>         <C>           <C>           <C>      
     1        1,050       $100,000    $100,000    $100,000    $100,000   $   359   $     391   $      423    $    455      $  686   
     2        2,153        100,000     100,000     100,000     100,000     1,028       1,119        1,213       1,310       1,355   
     3        3,310        100,000     100,000     100,000     100,000     1,676       1,855        2,043       2,242       2,003   
     4        4,526        100,000     100,000     100,000     100,000     2,344       2,637        2,956       3,300       2,630   
     5        5,802        100,000     100,000     100,000     100,000     2,991       3,426        3,912       4,452       3,236   
     6        7,142        100,000     100,000     100,000     100,000     3,613       4,219        4,912       5,704       3,818   
     7        8,549        100,000     100,000     100,000     100,000     4,212       5,015        5,959       7,067       4,375   
     8       10,027        100,000     100,000     100,000     100,000     4,785       5,812        7,054       8,552       4,908   
     9       11,578        100,000     100,000     100,000     100,000     5,333       6,611        8,200      10,170       5,414   
    10       13,207        100,000     100,000     100,000     100,000     5,852       7,409        9,398      11,935       5,893   
    11       14,917        100,000     100,000     100,000     100,000     6,342       8,204       10,650      13,860       6,342   
    12       16,713        100,000     100,000     100,000     100,000     6,761       8,953       11,917      15,921       6,761   
    13       18,599        100,000     100,000     100,000     100,000     7,147       9,696       13,244      18,177       7,147   
    14       20,579        100,000     100,000     100,000     100,000     7,498      10,431       14,631      20,649       7,498   
    15       22,657        100,000     100,000     100,000     100,000     7,813      11,154       16,082      23,358       7,813   
    16       24,840        100,000     100,000     100,000     100,000     8,087      11,862       17,599      26,329       8,087   
    17       27,132        100,000     100,000     100,000     100,000     8,316      12,549       19,180      29,587       8,316   
    18       29,539        100,000     100,000     100,000     100,000     8,494      13,209       20,828      33,164       8,494   
    19       32,066        100,000     100,000     100,000     100,000     8,614      13,836       22,542      37,092       8,614   
    20       34,719        100,000     100,000     100,000     100,000     8,671      14,422       24,323      41,411       8,671   

30(Age 65)   69,761        100,000     100,000     100,000     145,191     3,935      16,069       46,382     119,009       3,935   
</TABLE>


                            Surrender Value (2)
                        Assuming Hypothetical Gross
                        Annual Investment Return of
  End of
   Year     Accumulated       4%          8%          12%
  Policy   Premiums (1)   (2.50% Net) (6.50% Net)(10.50% Net)
     1        1,050     $     718   $     750   $     782
     2        2,153         1,446       1,540       1,637
     3        3,310         2,182       2,370       2,569
     4        4,526         2,924       3,242       3,586
     5        5,802         3,672       4,157       4,697
     6        7,142         4,423       5,117       5,908
     7        8,549         5,178       6,122       7,230
     8       10,027         5,935       7,177       8,674
     9       11,578         6,693       8,281      10,252
    10       13,207         7,450       9,439      11,976
    11       14,917         8,204      10,650      13,860
    12       16,713         8,953      11,917      15,921
    13       18,599         9,696      13,244      18,177
    14       20,579        10,431      14,631      20,649
    15       22,657        11,154      16,082      23,358
    16       24,840        11,862      17,599      26,329
    17       27,132        12,549      19,180      29,587
    18       29,539        13,209      20,828      33,164
    19       32,066        13,836      22,542      37,092
    20       34,719        14,422      24,323      41,411

30(Age 65)   69,761        16,069      46,382     119,009

(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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