PRINCIPAL MUTUAL LIFE INSURANCE CO VARIABLE LIFE SEP ACCOUNT
497, 2000-05-15
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                          Prospectus Dated May 1, 2000


         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: the Balanced,  Bond, Capital Value, High
Yield,  MidCap and Money Market  Accounts of the  Principal  Variable  Contracts
Fund, Inc.

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

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

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

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

This  Prospectus  is  valid  only if  accompanied  or  preceded  by the  current
prospectus for Principal 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.
<PAGE>

                                TABLE OF CONTENTS
GLOSSARY OF SPECIAL TERMS .................................  4

SUMMARY ...................................................  5
     The Policy............................................  5
     Premiums..............................................  6
     Charges and Deductions ...............................  6
     Maturity Proceeds.....................................  7
     Death Benefit and Proceeds............................  7
     Adjustment Options....................................  8
     Policy Values.........................................  8
     Transfers.............................................  8
     Policy Loans..........................................  8
     Surrender, Termination and Reinstatement..............  9
     Policy "Free Look"...................................  10

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

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

PRINCIPAL LIFE INSURANCE COMPANY
VARIABLE LIFE SEPARATE ACCOUNT............................. 13

PREMIUMS................................................... 15
     Purchase Procedures................................... 15
     Payment of Premiums................................... 16
     Premium Limitations................................... 16
     Allocation of Premiums................................ 17
     Examination Offer ("Free Look" Provision)............. 17
     Policy Termination.................................... 18
     Reinstatement......................................... 19

DEATH BENEFITS AND RIGHTS.................................. 19
     Death Proceeds........................................ 19
     Death Benefit......................................... 20
     Applicable Percentage................................. 20
     Change in Death Benefit Option........................ 21
     Adjustment Options.................................... 21

POLICY VALUES.............................................. 23
     Calculation of Accumulated Value...................... 23
     Units................................................. 23
     Unit Values........................................... 24
     Net Investment Factor................................. 24
     Valuations in Connection with a Policy................ 24
     Transfers............................................. 24
     Policy Loans.......................................... 25
     Surrender............................................. 25

CHARGES AND DEDUCTIONS..................................... 26
     Premium Expense Charge................................ 26
     Monthly Deduction..................................... 27
     Mortality and Expense Risks Charge.................... 28
     Transaction Charge.................................... 28
     Surrender Charge...................................... 28
     Other Charges......................................... 32
     Special Plans......................................... 32

OTHER MATTERS.............................................. 33
     Voting Rights......................................... 33
     Statement of Value.................................... 33
     Service Available by Telephone........................ 34

GENERAL PROVISIONS......................................... 34
     Addition, Deletion, or Substitution of
     Investments........................................... 34
     Optional Insurance Benefits........................... 35
     Death Benefit Guarantee Rider......................... 35
     The Contract.......................................... 35
     Incontestability...................................... 36
     Misstatements......................................... 36
     Suicide............................................... 36
     Ownership............................................. 36
     Beneficiaries......................................... 36
     Benefit Instructions.................................. 36
     Postponement of Payments.............................. 37
     Assignment............................................ 37
     Policy Proceeds....................................... 37
     Participating Policy.................................. 38
     Right to Exchange Policy.............................. 38

DISTRIBUTION OF THE POLICY................................. 39

OFFICERS AND DIRECTORS OF PRINCIPAL
MANAGEMENT CORPORATION..................................... 39

EXECUTIVE OFFICERS OF PRINCIPAL
LIFE INSURANCE COMPANY..................................... 40

DIRECTORS  OF PRINCIPAL
LIFE INSURANCE COMPANY..................................... 40

STATE REGULATION OF PRINCIPAL
LIFE INSURANCE COMPANY..................................... 41

FEDERAL TAX MATTERS........................................ 41
     Tax Status of the Company
       and the Separate Account............................ 42
     Charges for Taxes..................................... 42
     Diversification Standards............................. 42
     Life Insurance Status of Policy....................... 42
     Modified Endowment Contract Status.................... 43
     Policy Surrenders and Partial Surrenders.............. 43
     Policy Loans and Interest Deductions.................. 44
     Corporate Alternative Minimum Tax..................... 44
     Exchange or Assignment of Policies.................... 44
     Withholding........................................... 45
     Taxation of Accelerated Death Benefits................ 45
     Other Tax Issues...................................... 45

EMPLOYEE BENEFIT PLANS..................................... 45

LEGAL PROCEEDINGS.......................................... 45

LEGAL OPINION.............................................. 45

INDEPENDENT AUDITORS....................................... 45

REGISTRATION STATEMENT..................................... 46

FINANCIAL STATEMENTS....................................... 46

     Report of Independent Auditors........................ 47
     Variable Life Separate Account
       Financial Statements................................ 48
     Report of Independent Auditors........................ 76
     Principal Life Insurance Company
       Financial Statements................................ 77

APPENDIX - ILLUSTRATIONS OF POLICY
VALUES AND DEATH BENEFITS..................................117


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 insured's age on the birthday on or preceding the last policy
anniversary.

Division - A part of the Separate  Account  which  invests in shares 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 the Company other than those allocated to any of
the separate accounts of the 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 ("Code") - The Internal Revenue Code of 1986, as amended,
and the regulations thereunder.

Investment   Account  -  That  part  of  the  Policy  value  that  reflects  the
policyowner's investment in a Division of the 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, 2000, the first monthly date is July 10,
2000.

Mutual Fund - a registered open-end investment company, or a separate investment
account or  portfolio  thereof,  in which a  division  of the  Separate  Account
invests.

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, 1999,  the first
policy year ends on May 4, 2000 and the first policy anniversary falls on May 5,
2000.

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 the  Company  at its home  office in Des
Moines,  Iowa, of a written  notice or request on a form supplied or approved by
the 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.


You may allocate your net premium payments to divisions of the Separate 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.

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

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

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

An  investment  advisory  fee is charged  against the assets of each mutual fund
underlying  the  Investment  Accounts.  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,  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.

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.


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.

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.

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.

Failure to make a planned  periodic  premium or additional  premium payments may
cause termination of a Policy (See "Policy Termination").  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.


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 (See "Reinstatement").

Policy "Free Look"

A  policyowner  has the limited  right to return a Policy for  cancellation  and
receive a refund of all premiums paid.  The amount returned for policies applied
for in California is also described in "Examination Offer".


CONDENSED FINANCIAL INFORMATION

Financial  statements  are included in the Statement of Additional  Information.
Following  are Unit Values for the Flexible Variable Life 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)
                                                 ---------          ---------      --------------------       -------------------
<S>                                              <C>                 <C>                 <C>                      <C>
     Balanced Division
       Year Ended December 31
         1999                                    $29.657             $30.140              1.63%                   128,714
         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
         1999                                     23.907              23.114             (3.32)                    78,892
         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
         1999                                     37.917              36.021             (5.00)                   244,078
         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
     High Yield Division
       Year Ended December 31
         1999                                     21.399              21.613              1.00                     78,154
         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
     MidCap Division
       Year Ended December 31
         1999                                     41.050              46.057             12.20                    270,266
         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
     Money Market Division
       Year Ended December 31
         1999                                     16.404              17.038              3.86                     36,477
         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  Purchasers"  in the Fund's  Prospectus for a
discussion of the potential risks associated with "mixed funding."


The following is a brief summary of the investment objectives of each division:
<TABLE>
<CAPTION>

Division           Division Invests In         Investment Advisor                    Investment Objective
- --------           -------------------         ------------------                    --------------------
<S>                <C>                         <C>                                   <C>
Balanced           Balanced Account            Invista Capital Management, LLC       to generate a total return consisting of
                                               through a sub-advisory agreement      current income and capital appreciation
                                                                                     while assuming reasonable risks in
                                                                                     furtherance of this objective.

Bond               Bond Account                Principal Management Corporation      to provide as high a level of income as is
                                                                                     consistent with preservation of capital and
                                                                                     prudent investment risk.

Capital Value      Capital Value Account       Invista Capital Management, LLC       to provide long-term capital
                                               through a sub-advisory agreement      appreciation and secondarily is growth of
                                                                                     investment income. The Account seeks to
                                                                                     achieve its investment objectives through
                                                                                     the purchase primarily of common stocks,
                                                                                     but the Account may invest in other
                                                                                     securities.

High Yield         High Yield Account          Principal Management Corporation      to seek high current income primarily by
                                                                                     purchasing high yielding, lower or non-rated
                                                                                     fixed income securities which are believed to
                                                                                     not involve undue risk to income or principal.
                                                                                     Capital growth is a secondary objective when
                                                                                     consistent with the objective of high current
                                                                                     income.

MidCap             MidCap Account              Invista Capital Management, LLC       to achieve capital appreciation by
                                               through a sub-advisory agreement      investing primarily in securities of
                                                                                     emerging and other growth-oriented
                                                                                     companies.

Money Market       Money Market Account        Principal Management Corporation      to seek as high a level of current income
                                                                                     available from short-term securities as is
                                                                                     considered consistent with preservation of
                                                                                     principal and maintenance of liquidity by
                                                                                     investing all of its assets in a portfolio of
                                                                                     money market instruments.

</TABLE>

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, 1999 the Company received premium payments totaling $5,180,975.

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.

Examination Offer ("Free Look" Provision)

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

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.


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 a Division on any valuation  date is calculated by multiplying
(1) by (2) where:

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

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

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

Net Investment Factor

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

 1.  The quotient obtained by dividing:

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

     b.   the net asset  value of a share of that  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.

When an  investment  owned by the  underlying  mutual fund pays a dividend,  the
dividend  increases the net asset value of a share of the underlying mutual fund
as of the date the  dividend is  recorded.  As the net asset value of a share of
the  underlying  mutual  fund  increases,  the unit  value of the  corresponding
Division  also  reflects  an  increase.   Payment  of  a  dividend  under  these
circumstances  does not increase the number of units that a policyowner  owns in
an Investment Account.

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,  1999,  the Company
collected  $263,420  in premium  expense  charges  and  $105,368  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, 1999 administrative
and cost of insurance charges totaled $2,169,005.

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, 1999  mortality  and expense risk
charges totaled $214,381.

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, 1999 the Company received  surrender  charges
totaling $149,159.

<TABLE>
                FIRST YEAR CONTINGENT DEFERRED SURRENDER CHARGES
                            per $1000 of Face Amount
                                   Male 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             0.89               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>
                FIRST YEAR CONTINGENT DEFERRED SURRENDER CHARGES
                            per $1000 of Face Amount
                                  Female 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             0.44             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  underlying  mutual  funds  are  purchased  by the  corresponding
Divisions  at net asset  value.  The net asset  value  reflects  the  investment
management  fees and  corporate  operating  expenses  already  deducted from the
assets of the underlying mutual fund.

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

Special Plans

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

OTHER MATTERS

Voting Rights

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

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

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

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

Statement of Value

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

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

Any policyowner  may request at any time a current  statement of account values,
transactions and activities by telephoning 1-800-247-9988.

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 normal trading of the New York Stock Exchange to be effective that day.
Requests  made  after  that  time or on a day when the  Company  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 mutual fund should
no longer be available  for  investment  or if, in the judgment of the Company's
management,  further  investment  in shares of any  mutual  fund  should  become
inappropriate in view of the purposes of the Policy,  the Company may substitute
shares of any other investment  company for shares already  purchased,  or to be
purchased in the near future under the Policies.  No  substitution of securities
will take place without notice to policyowners and without prior approval of the
Securities  and Exchange  Commission,  to the extent  required by the Investment
Company Act of 1940.

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

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

Optional Insurance Benefits

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

Death Benefit Guarantee Rider

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

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

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

The Contract

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

Incontestability

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

Misstatements

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

Suicide

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

Ownership

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

Beneficiaries

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

Benefit Instructions

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

Postponement of Payments

Payment of any amount upon total or partial surrender,  policy loan, or proceeds
payable at death or maturity and the right to transfer accumulated value between
Divisions  may be  postponed  or  suspended  whenever:  (1) the New  York  Stock
Exchange is closed other than customary weekend and holiday closings, or trading
on the New York Stock Exchange is restricted as determined by the Securities and
Exchange Commission; (2) the Securities and Exchange Commission by order permits
postponement  for the  protection of  policyowners;  or (3) the  Securities  and
Exchange   Commission  requires  that  trading  be  restricted  or  declares  an
emergency,  as a result  of  which  disposal  of  securities  is not  reasonably
practicable or it is not reasonably practicable to determine the net asset value
of the 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,  1999,  the  Company  paid  Princor  Financial
Services  Corporation $173,998 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
*DAVID J. DRURY                   Director
*RALPH C. EUCHER                  Director and President
*ARTHUR S. FILEAN                 Senior Vice President
*DENNIS P. FRANCIS                Director
*PAUL N. GERMAIN                  Vice President - Mutual Fund Operations
*ERNEST H. GILLUM                 Vice President - 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
*RICHARD L. PREY                  Director
*LAYNE A. RASMUSSEN               Controller - Mutual Funds
*ELIZABETH R. RING                Controller
*MICHAEL J. ROUGHTON              Counsel
*JEAN B. SCHUSTEK                 Assistant Vice President - Registered Products




EXECUTIVE OFFICERS OF PRINCIPAL LIFE INSURANCE COMPANY (OTHER THAN DIRECTORS):

JOHN EDWARD ASCHENBRENNER   Executive Vice President
PAUL FRANCIS BOGNANNO       Senior Vice President
GARY MERLYN CAIN            Senior Vice President
CHARLES ROBERT DUNCAN       Senior Vice President
DENNIS PAUL FRANCIS         Senior Vice President
MICHAEL HARRY GERSIE        Executive Vice President and Chief Financial Officer
THOMAS JOHN GRAF            Senior Vice President
ROBB BRYAN HILL             Senior Vice President
DANIEL JOSEPH HOUSTON       Senior Vice President
ELLEN ZISLIN LAMALE         Senior Vice President and Chief Actuary
MARY AGNES O'KEEFE          Senior Vice President
RICHARD LEO PREY            Senior Vice President
KAREN ELIZABETH SHAFF       Senior Vice President and General Counsel
ROBERT ALLEN SLEPICKA       Senior Vice President
NORMAN RAUL SORENSEN        Senior Vice President
CARL CHANSON WILLIAMS       Senior Vice President and Chief Information Officer
LARRY DONALD ZIMPLEMAN      Senior Vice President


DIRECTORS OF PRINCIPAL LIFE INSURANCE COMPANY

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

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

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

DAVID JAMES DRURY                 Chairman, Principal Life Insurance Company since 2000. Chairman and Chief Executive Officer
Director                          1995-2000.
Chairman of the Board
Chair, Executive Committee

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

JOHN BARRY GRISWELL               President and Chief Executive Officer Principal Life Insurance Company since 2000. President
Director                          1998-2000; Executive Vice President 1996-1998; Senior Vice President 1991-1996.

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

CHARLES SAMUEL JOHNSON            Retired. Executive Vice President of DuPont 1999-2000. Chairman, President and Chief
Director                          Executive Officer, Pioneer Hi-Bred International, Inc.1996-1999; President and Chief
Member, Audit Committee           Executive Officer 1995-1996; President and Chief Operating Officer 1995.

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

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

VICTOR HENDRIK LOEWENSTEIN        Managing Partner, Egon Zehnder International since 1979.
Director
Member, Nominating Committee

RONALD DALE PEARSON               Chairman, President and Chief Executive Officer, Hy-Vee, Inc. since 1989.
Director
Member, Human Resources Committee

FEDERICO FABIAN PENA              Senior Advisor of Vestar Capital Partners since 1998. Secretary, U.S. Department of Energy
Director                          1996-1998; Secretary, U.S. Department of Transportation 1993-1996.
Member, Audit 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           Senior Program Officer and Special Advisor to the President at the Carnegie Corporation of
Director                          New York since 1999. President, The College Board, 1986-1999.
Member, Human Resources Committee

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

FRED WILLIAM WEITZ                President and Chief Executive Officer, Essex Meadows, Inc. since 1995.
Director
Member, Human Resources Committee

</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

The United States Supreme Court has held, that,  optional annuity benefits under
a  deferred  compensation  plan may 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 Karen E. Shaff,  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  consolidated  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  individual  and combined  statements  of net
assets of Principal  Life  Insurance  Company  Variable  Life  Separate  Account
(comprised of the Aggressive Growth, Asset Allocation,  Balanced,  Bond, Capital
Value,  Fidelity  Contrafund,  Fidelity  Equity  Income,  Fidelity  High Income,
Government  Securities,   Growth,  High  Yield,   International,   International
SmallCap,  MicroCap,  MidCap,  MidCap Growth,  Money Market,  Putnam Global Asst
Allocation,  Putnam  Vista,  Putnam  Voyager,  Real Estate,  SmallCap,  SmallCap
Growth, SmallCap Value, Stock Index 500, and Utilities Divisions) as of December
31, 1999, and the related statements of operations and changes in net assets for
each of the three  years in the period then  ended,  except for those  divisions
operating for portions of such periods as disclosed in the financial statements.
These financial statements are the responsibility of the management of Principal
Life Insurance  Company.  Our  responsibility  is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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, 1999, by
correspondence  with the transfer agents.  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 individual and combined  financial  position of the
respective  divisions of Principal Life Insurance Company Variable Life Separate
Account at December 31, 1999, and the  individual and combined  results of their
operations and the changes in their net assets for the periods  described above,
in  conformity  with  accounting  principles  generally  accepted  in the United
States.

/s/ Ernst & Young LLP

Des Moines, Iowa
January 31, 2000


<PAGE>



                        Principal Life Insurance Company
                         Variable Life Separate Account

                            Statements of Net Assets

                                December 31, 1999

<TABLE>
<S>                                                                                                           <C>
Assets
Investments:
     Aggressive Growth Division:
         Aggressive Growth Account - 1,385,242 shares at net asset value of $23.89 per
              share (cost - $26,190,593)                                                                      $  33,093,420
     Asset Allocation Division:
         Asset Allocation Account - 236,770 shares at net asset value of $13.23 per share
              (cost - $3,009,639)                                                                                 3,132,463
     Balanced Division:
         Balanced Account - 798,006 shares at net asset value of $15.41 per share
              (cost - $12,455,324)                                                                               12,297,279
     Bond Division:
         Bond Account - 610,444 shares at net asset value of $10.89 per share
              (cost - $7,173,434)                                                                                 6,647,735
     Capital Value Division:
         Capital Value Account - 925,617 shares at net asset value of $30.74 per share (cost
              - $31,698,075)                                                                                     28,453,464
     Fidelity Contrafund Division:
         Fidelity Variable Insurance Products Fund II: Contrafund Portfolio - 743,845
              shares at net asset value of $29.15 per share (cost - $17,327,632)                                 21,683,086
     Fidelity Equity Income Division:
         Fidelity Variable Insurance Products Fund: Equity Income Portfolio - 364,586
              shares at net asset value of $25.71 per share (cost - $9,030,110)                                   9,373,498
     Fidelity High Income Division:
         Fidelity Variable Insurance Products Fund: High Income Portfolio - 137,990 shares
              at net asset value of $11.31 per share (cost - $1,611,305)                                          1,560,663
     Government Securities Division:
         Government Securities Account - 303,850 shares at net asset value
              of $10.26 per share (cost - $3,306,124)                                                             3,117,503
     Growth Division:
         Growth Account - 455,791 shares at net asset value of $23.56 per share
              (cost - $9,133,648)                                                                                10,738,427
     High Yield Division:
         High Yield Account - 227,025 shares at net asset value of $7.44 per share
              (cost - $1,968,898)                                                                                 1,689,069
     International Division:
         International Account - 827,049 shares at net asset value of $15.95
              per share (cost - $12,422,326)                                                                     13,191,433


See accompanying notes.


Assets (continued)
Investments (continued):
     International SmallCap Division:
         International SmallCap Account - 117,676 shares at net asset value of $16.66 per
              share (cost - $1,374,646)                                                                       $   1,960,477
     MicroCap Division:
         MicroCap Account - 56,101 shares at net asset value of $8.07 per share
              (cost - $456,520)                                                                                     452,739
     MidCap Division:
         MidCap Account - 833,798 shares at net asset value of $36.90 per share
              (cost - $26,646,772)                                                                               30,767,163
     MidCap Growth Division:
         MidCap Growth Account - 91,749 shares at net asset value of $10.66 per share
              (cost - $867,453)                                                                                     978,046
     Money Market Division:
         Money Market Account - 14,455,480 shares at net asset value of $1.00 per share
              (cost - $14,455,480)                                                                               14,455,480
     Putnam Global Asset Allocation Division:
         Putnam  Variable Trust Global Asset  Allocation Fund - 21,555 shares at
              net asset value of $19.60 per share (cost - $394,980)                                                 422,470
     Putnam Vista Division:
         Putnam  Variable Trust Vista Fund - 43,349 shares at net asset value of
              $20.65 per share (cost - $692,872)                                                                    895,165
     Putnam Voyager Division:
         Putnam  Variable Trust Voyager Fund - 132,239 shares at net asset value
              of $66.11 per share (cost - $692,872)                                                               8,742,337
     Real Estate Division:
         Real Estate Account - 8,978 shares at net asset value of $8.20 per share
              (cost - $78,960)                                                                                       73,623
     SmallCap Division:
         SmallCap Account - 102,338 shares at net asset value of $10.74 per share
              (cost - $942,023)                                                                                   1,099,108
     SmallCap Growth Division:
         SmallCap Growth Account - 110,493 shares at net asset value of $19.56 per share
              (cost - $1,423,453)                                                                                 2,161,250
     SmallCap Value Division:
         SmallCap Value Account - 61,984 shares at net asset value of $10.06 per share
              (cost - $539,668)                                                                                     623,561
     Stock Index 500 Division:
         Stock Index 500 Account - 626,024 shares at net asset value of $10.71 per share
              (cost - $6,383,685)                                                                                 6,704,714
     Utilities Division:
         Utilities Account - 40,118 shares at net asset value of $10.90 per share
              (cost - $438,345)                                                                                     437,284

Combined net assets                                                                                            $214,751,457
</TABLE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                      Statements of Net Assets (continued)
<TABLE>

                                December 31, 1999


<CAPTION>
                                                              Units              Unit
                                                                                 Value
<S>                                                       <C>                  <C>                 <C>
Net assets are represented by:
   Aggressive Growth Division:
     PrinFlex Life                                        1,604,692            $20.47              $33,005,183
     Survivorship Variable Universal Life                     7,135             12.37                   88,237

                                                                                                    33,093,420
   Asset Allocation Division:
     PrinFlex Life                                          197,598             15.02                2,966,990
     Survivorship Variable Universal Life                    14,900             11.11                  165,473

                                                                                                     3,132,463
   Balanced Division:
     Flex Variable Life                                     128,714             30.14                3,879,380
     PrinFlex Life                                          629,662             13.24                8,337,935
     Survivorship Variable Universal Life                     8,042              9.94                   79,964

                                                                                                    12,297,279
   Bond Division:
     Flex Variable Life:                                     78,892             23.11                1,823,458
     PrinFlex Life                                          415,598             11.51                4,783,580
     Survivorship Variable Universal Life                     4,061             10.02                   40,697

                                                                                                     6,647,735
   Capital Value Division:
     Flex Variable Life                                     244,078             36.02                8,791,449
     PrinFlex Life                                        1,441,876             13.61               19,622,569
     Survivorship Variable Universal Life                     4,293              9.19                   39,446

                                                                                                    28,453,464
   Fidelity Contrafund Division:
     PrinFlex Life                                        1,100,301             19.56               21,527,307
     Survivorship Variable Universal Life                    13,718             11.36                  155,779

                                                                                                    21,683,086
   Fidelity Equity Income Division:
     PrinFlex Life                                          639,599             14.55                9,309,245
     Survivorship Variable Universal Life                     6,608              9.72                   64,253

                                                                                                     9,373,498

   Fidelity High Income Division - PrinFlex Life            130,948             11.92                1,560,663

   Government Securities Division:
     PrinFlex Life                                          261,482             11.80                3,084,559
     Survivorship Variable Universal Life                     3,244             10.16                   32,944

                                                                                                     3,117,503


See accompanying notes.

<CAPTION>

                                                              Units             Unit
                                                                                Value
<S>                                                       <C>                  <C>                 <C>
Net assets are represented by (continued):
   Growth Division:
     PrinFlex Life                                          623,469            $17.14              $10,688,949
     Survivorship Variable Universal Life                     4,532             10.92                   49,478

                                                                                                    10,738,427

   High Yield Division - Flex Variable Life                  78,154             21.65                1,689,069

   International Division:
     PrinFlex Life                                          866,405             15.18               13,150,716
     Survivorship Variable Universal Life                     3,520             11.57                   40,717

                                                                                                    13,191,433
   International SmallCap Division:
     PrinFlex Life                                          110,487             17.55                1,938,585
     Survivorship Variable Universal Life                     1,467             14.92                   21,892

                                                                                                     1,960,477
   MicroCap Division:
     PrinFlex Life                                           53,079              8.09                  429,246
     Survivorship Variable Universal Life                     2,578              9.11                   23,493

                                                                                                       452,739
   MidCap Division:
     Flex Variable Life                                     270,266             46.06               12,447,196
     PrinFlex Life                                        1,299,467             14.10               18,317,426
     Survivorship Variable Universal Life                       228             11.14                    2,541

                                                                                                    30,767,163
   MidCap Growth Division:
     PrinFlex Life                                           90,805             10.74                  975,645
     Survivorship Variable Universal Life                       221             10.86                    2,401

                                                                                                       978,046
   Money Market Division:
     Flex Variable Life                                      36,477             17.04                  621,512
     PrinFlex Life                                        1,036,582             11.54               11,963,764
     Survivorship Variable Universal Life                   183,318             10.20                1,870,204

                                                                                                    14,455,480
   Putnam Global Asset Allocation Division:
     PrinFlex Life                                           33,053             11.50                  380,256
     Survivorship Variable Universal Life                     3,887             10.86                   42,214

                                                                                                       422,470
   Putnam Vista Division:
     PrinFlex Life                                           55,171             16.03                  884,360
     Survivorship Variable Universal Life                       776             13.92                   10,805

                                                                                                       895,165


                        Principal Life Insurance Company
                         Variable Life Separate Account

                      Statements of Net Assets (continued)

                                December 31, 1999

<CAPTION>

                                                              Units           Unit
                                                                              Value
<S>                                                       <C>                  <C>                 <C>

Net assets are represented by (continued):
   Putnam Voyager Division:
     PrinFlex Life                                          501,679            $17.13              $ 8,595,141
     Survivorship Variable Universal Life                    10,333             14.25                  147,196

                                                                                                     8,742,337

   Real Estate Division - PrinFlex Life                       8,240              8.93                   73,623

   SmallCap Division:
     PrinFlex Life                                           94,724             11.48                1,087,335
     Survivorship Variable Universal Life                       986             11.94                   11,773

                                                                                                     1,099,108
   SmallCap Growth Division:
     PrinFlex Life                                          106,489             20.09                2,138,929
     Survivorship Variable Universal Life                     1,404             15.90                   22,321

                                                                                                     2,161,250
   SmallCap Value Division:
     PrinFlex Life                                           56,377             10.34                  582,707
     Survivorship Variable Universal Life                     3,687             11.08                   40,854

                                                                                                       623,561
   Stock Index 500 Division:
     PrinFlex Life                                          604,329             11.05                6,676,666
     Survivorship Variable Universal Life                     2,528             11.09                   28,048

                                                                                                     6,704,714
   Utilities Division:
     PrinFlex Life                                           35,670             11.83                  421,894
     Survivorship Variable Universal Life                     1,566              9.83                   15,390

                                                                                                       437,284

Combined net assets                                                                                $214,751,457
</TABLE>


See accompanying notes.


                        Principal Life Insurance Company
                         Variable Life Separate Account

                            Statements of Operations
<TABLE>

                  Years ended December 31, 1999, 1998 and 1997
<CAPTION>

                                                                                                              Aggressive
                                                                                                                Growth
                                                                                    Combined                 Division (1)

<S>                                                                                <C>                      <C>
Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                                       $  3,065,326         $              -
   Capital gains distributions                                                        9,306,861                2,005,405

                                                                                     12,372,187                2,005,405
Expenses:
   Mortality and expense risks                                                        1,367,910                  182,021

Net investment income (loss)                                                         11,004,277                1,823,384
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                              646,392                   88,148
Change in net unrealized appreciation or depreciation of investments                 11,074,319                6,010,958

Net increase (decrease) in net assets resulting from operations                     $22,724,988               $7,922,490

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 or 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 or depreciation of investments                  2,414,101                  (55,253)

Net increase (decrease) in net assets resulting from operations                    $  7,126,406              $   353,302

<FN>
(1) Commenced operations February 1, 1997.
</FN>
</TABLE>


See accompanying notes

<TABLE>
<CAPTION>

       Asset                                                    Capital           Fidelity      Fidelity Equity     Fidelity High
    Allocation          Balanced              Bond              Valule           Contrafund         Income             Income
   Division (1)         Division            Division           Division         Division (1)     Division (1)       Division (1)

       <S>               <C>                  <C>               <C>               <C>                <C>                 <C>
       $  72,994         $421,363             $ 423,106         $   631,298       $   45,256         $  81,671           $107,614
         220,018          458,007                     -           3,121,167          331,881           180,535              4,023

         293,012          879,370               423,106           3,752,465          377,137           262,206            111,637

          20,257           93,638                47,388             227,884          115,541            66,774             12,593

         272,755          785,732               375,718           3,524,581          261,596           195,432             99,044
          18,368           77,332                (8,182)            207,213           36,522            26,811            (18,366)
         136,643         (695,498)             (552,153)         (5,167,258)       3,000,192            51,551              9,792

        $427,766         $167,566             $(184,617)        $(1,435,464)      $3,298,310          $273,794           $ 90,470





       $  37,595         $278,168             $ 200,418         $   398,541       $   17,790         $  18,251           $ 31,106
          39,061          298,323                 2,083             748,100          130,883            64,952             19,765

          76,656          576,491               202,501           1,146,641          148,673            83,203             50,871
           9,173           63,126                24,494             136,738           37,872            24,478              7,171

          67,483          513,365               178,007           1,009,903          110,801            58,725             43,700

          (1,770)         161,523                33,503             281,655           12,594             5,628            (11,177)
          10,057          118,060               (19,726)            461,090        1,240,221           219,300            (81,364)
       $  75,770         $792,948             $ 191,784         $ 1,752,648       $1,363,616          $283,653           $(48,841)



       $  11,857         $150,137             $ 136,267         $   211,818 $              -         $       -           $      -
          42,154          346,134                     -             794,643                -                 -                  -

          54,011          496,271               136,267           1,006,461                -                 -                  -
           1,700           38,702                14,802              69,600            6,014             3,260              1,353

          52,311          457,569               121,465             936,861           (6,014)           (3,260)            (1,353)

             549          236,637                18,598             342,684              850               630              3,224
         (23,876)         104,396                55,567             895,157          115,040            72,538             20,931

       $  28,984         $798,602             $ 195,630         $ 2,174,702      $   109,876         $  69,908           $ 22,802


</TABLE>


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                      Statements of Operations (continued)
<TABLE>

                  Years ended December 31, 1999, 1998 and 1997
<CAPTION>

                                                                                   Government
                                                                                   Securities                   Growth
                                                                                  Division (1)               Division (1)
<S>                                                                                  <C>                     <C>

Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                                           $181,309             $     61,438
   Capital gains distributions                                                                -                   26,610

                                                                                        181,309                   88,048
Expenses:
   Mortality and expense risks                                                           29,098                   65,974

Net investment income (loss)                                                            152,211                   22,074
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                              (23,023)                  35,999
Change in net unrealized appreciation or depreciation of investments                   (179,101)               1,136,770

Net increase (decrease) in net assets resulting from operations                       $ (49,913)              $1,194,843


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 or 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 or depreciation of investments                     (3,162)                  30,996

Net increase (decrease) in net assets resulting from operations                      $    2,080              $    43,416


<FN>
(1)  Commenced operations February 1, 1997.
(2)  Commenced operations May 1, 1998.
</FN>
</TABLE>

See accompanying notes.







<TABLE>
<CAPTION>

       High                               International                                             MidCap              Money
       Yield          International         SmallCap           MicroCap            MidCap           Growth             Market
     Division         Division (1)        Division (2)       Division (2)         Division       Division (2)         Division

       <S>            <C>                    <C>                  <C>            <C>                 <C>                 <C>
       $ 156,525      $   331,297            $        -           $    614       $    93,198         $  1,567            $407,602
               -        1,187,285                77,693                   -        1,313,207                 -                  -

         156,525        1,518,582                77,693                 614        1,406,405             1,567            407,602

          15,977           88,959                 6,069               2,622          228,629             5,079             93,734

         140,548        1,429,623                71,624              (2,008)       1,177,776            (3,512)           313,868

         (83,063)          34,900                29,313                 539          142,810             9,001                  -
         (35,529)         942,834               570,819              (4,874)        2,019,372           82,583                  -

       $  21,956       $2,407,357              $671,756             $(6,343)      $3,339,958           $88,072           $313,868





        $202,766      $   118,274            $      851             $   620      $   146,679         $       -           $290,641
               -          238,049                     -                   -        1,383,017                 -                  -

         202,766          356,323                   851                 620        1,529,696                 -            290,641

          16,917           47,404                   732                 326          185,626               637             67,849

         185,849          308,919                   119                 294        1,344,070              (637)           222,792


          (1,713)           5,582                  (148)               (681)       1,170,701               249                  -
        (222,572)          (8,068)               15,012               1,093       (1,927,129)           28,009                  -

       $ (38,436)     $   306,433             $  14,983             $   706      $   587,642           $27,621           $222,792





       $ 162,794      $    44,308            $        -           $       -      $   121,340         $       -           $119,402
               -           73,919                     -                   -          390,128                 -                  -

         162,794          118,227                     -                   -          511,468                 -            119,402

          11,434            9,278                     -                   -          127,942                 -             24,697

         151,360          108,949                     -                   -          383,526                 -             94,705

          19,548              678                     -                   -        1,366,571                 -                  -
         (27,928)        (165,660)                    -                   -        1,395,355                 -                  -

        $142,980     $    (56,033)           $        -           $       -       $3,145,452         $       -           $ 94,705
</TABLE>


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                      Statements of Operations (continued)
<TABLE>

                     Years ended December 31, 1999 and 1998
<CAPTION>

                                                                                  Putnam Global                 Putnam
                                                                                Asset Allocation                 Vista
                                                                                  Division (2)               Division (2)
<S>                                                                                    <C>                     <C>

Year ended December 31, 1999 Investment income (loss) Income:
   Dividends                                                                           $  3,412                $       -
   Capital gains distributions                                                            9,719                   62,859

                                                                                         13,131                   62,859
Expenses:
   Mortality and expense risks                                                            2,385                    2,960

Net investment income (loss)                                                             10,746                   59,899

Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments                                                4,668                    5,780
Change in net unrealized appreciation or depreciation of investments                     23,177                  181,556

Net increase (decrease) in net assets resulting from operations                         $38,591                 $247,235


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 or depreciation of investments                      4,313                   20,737

Net increase (decrease) in net assets resulting from operations                        $  4,333                $  20,815


<FN>
(2)  Commenced operations May 1, 1998.
(3)  Commenced operations May 1, 1999.
</FN>
</TABLE>


See accompanying notes.

<TABLE>
<CAPTION>

      Putnam                                                   SmallCap           SmallCap           Stock
      Voyager          Real Estate          SmallCap            Growth              Value          Index 500          Utilities
   Division (2)       Division (2)        Division (2)       Division (2)       Division (2)     Division (3)       Division (2)


      <S>                 <C>                  <C>                <C>                <C>              <C>                  <C>
      $    1,764          $ 3,569              $    331           $       -          $ 3,592          $ 27,669             $8,137
         163,482                -                88,145              19,242                -            35,810              1,773

         165,246            3,569                88,476              19,242            3,592            63,479              9,910

          29,437              376                 4,836               5,327            2,821            15,615              1,916

         135,809            3,193                83,640              13,915              771            47,864              7,994


          16,417             (785)               10,826              30,664            2,968               377              1,155
       2,300,449           (5,017)              145,118             705,827           78,477           321,029             (3,398)

      $2,452,675          $(2,609)             $239,584            $750,406          $82,216          $369,270             $5,751




 $             -          $   867              $     24           $       -          $   512                 -             $  624
               -                -                     -                   -                -                 -                  -

               -              867                    24                   -              512                 -                624

           1,414               56                   557                 385              255                 -                 64

          (1,414)             811                  (533)               (385)             257                 -                560


              45              (64)                  (75)                (20)            (136)                -                372
         105,601             (320)               11,967              31,970            5,416                 -              2,337

      $  104,232          $   427              $ 11,359           $  31,565          $ 5,537                 -             $3,269

</TABLE>

<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                       Statements of Changes in Net Assets
<TABLE>

                          Year ended December 31, 1999
<CAPTION>

                                                                                                              Aggressive
                                                                                                                Growth
                                                                                    Combined                   Division

<S>                                                                                <C>                       <C>
Net assets at January 1, 1999                                                      $121,091,275              $14,244,041

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                      11,004,277                1,823,384
   Net realized gains (losses) on investments                                           646,392                   88,148
   Change in net unrealized appreciation or depreciation of investments              11,074,319                6,010,958

Net increase (decrease) in net assets resulting from operations                      22,724,988                7,922,490

Policy related transactions:
   Net premium payments, less sales charges and applicable premium
     taxes                                                                          152,891,171               16,297,188
   Contract terminations and surrenders                                              (5,315,548)                (453,060)
   Death benefit payments                                                               (63,672)                  (7,313)
   Policy loan transfers                                                             (2,471,181)                (393,765)
   Transfers to other contracts                                                     (54,484,314)              (1,675,940)
   Cost of insurance and administration charges                                     (18,231,821)              (2,653,004)
   Surrender charges                                                                 (1,389,441)                (187,217)

Increase in net assets from policy related transactions                              70,935,194               10,926,889

Total increase                                                                       93,660,182               18,849,379

Net assets at December 31, 1999                                                    $214,751,457              $33,093,420


</TABLE>



See accompanying notes.
<TABLE>
<CAPTION>

       Asset                                                    Capital           Fidelity         Fidelity         Fidelity High
    Allocation          Balanced              Bond              Valule           Contrafund      Equity Income         Income
     Division           Division            Division           Division           Division         Division           Division

      <S>             <C>                    <C>                <C>              <C>                <C>                <C>
      $1,592,829       $9,879,189            $3,953,245         $22,971,942       $8,023,001        $4,905,541         $1,064,791



         272,755          785,732               375,718           3,524,581          261,596           195,432             99,044
          18,368           77,332                (8,182)            207,213           36,522            26,811            (18,366)
         136,643         (695,498)             (552,153)         (5,167,258)       3,000,192            51,551              9,792

         427,766          167,566              (184,617)         (1,435,464)       3,298,310           273,794             90,470



       1,835,680        6,113,533             5,045,651          14,665,546       13,567,422         6,456,166          1,004,457
         (41,872)        (449,646)             (341,883)           (779,500)        (229,535)         (156,447)           (70,361)
          (2,944)          (4,689)               (1,456)            (16,643)          (4,835)             (221)               (36)
         (64,353)        (147,452)               69,090            (159,843)        (182,637)         (174,979)             8,724
        (337,090)      (2,132,506)           (1,149,010)         (4,080,476)      (1,002,866)         (976,597)          (360,193)
        (260,250)      (1,020,029)             (691,942)         (2,533,293)      (1,690,923)         (889,111)          (148,114)
         (17,303)        (108,687)              (51,343)           (178,805)         (94,851)          (64,648)           (29,075)

       1,111,868        2,250,524             2,879,107           6,916,986       10,361,775         4,194,163            405,402

       1,539,634        2,418,090             2,694,490           5,481,522       13,660,085         4,467,957            495,872

      $3,132,463      $12,297,279            $6,647,735         $28,453,464      $21,683,086        $9,373,498         $1,560,663

</TABLE>




<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)
<TABLE>
                          Year ended December 31, 1999
<CAPTION>

                                                                                   Government
                                                                                   Securities                   Growth
                                                                                    Division                   Division

<S>                                                                                  <C>                     <C>
Net assets at January 1, 1999                                                        $3,266,712              $4,760,835

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                         152,211                   22,074
   Net realized gains (losses) on investments                                           (23,023)                  35,999
   Change in net unrealized appreciation or depreciation of investments                (179,101)               1,136,770

Net increase (decrease) in net assets resulting from operations                         (49,913)               1,194,843

Policy related transactions:
   Net premium payments, less sales charges and applicable premium
     taxes                                                                            2,370,343                7,116,531
   Contract terminations and surrenders                                                 (11,368)                (174,656)
   Death benefit payments                                                                   (90)                     (80)
   Policy loan transfers                                                                  3,547                 (137,542)
   Transfers to other contracts                                                      (2,222,249)                (933,539)
   Cost of insurance and administration charges                                        (234,781)              (1,015,792)
   Surrender charges                                                                     (4,698)                 (72,173)

Increase (decrease) in net assets from policy related transactions                      (99,296)               4,782,749

Total increase                                                                         (149,209)               5,977,592

Net assets at December 31, 1999                                                      $3,117,503              $10,738,427


</TABLE>


See accompanying notes.

<TABLE>
<CAPTION>
                                          International                                             MidCap              Money
    High Yield        International         SmallCap           MicroCap            MidCap           Growth             Market
     Division           Division            Division           Division           Division         Division           Division

      <S>             <C>                    <C>                   <C>           <C>                  <C>             <C>
      $2,269,099      $ 7,800,249            $  316,190            $149,378      $25,463,610          $315,903        $ 8,335,116



         140,548        1,429,623                71,624              (2,008)       1,177,776            (3,512)           313,868
         (83,063)          34,900                29,313                 539          142,810             9,001                  -
         (35,529)         942,834               570,819              (4,874)       2,019,372            82,583                  -

          21,956        2,407,357               671,756              (6,343)       3,339,958            88,072            313,868



         435,443        6,417,856             1,229,935             368,670       11,141,276           878,861         40,630,667
        (706,562)        (171,017)              (11,949)             (1,103)      (1,108,369)          (10,284)          (526,416)
          (1,481)            (403)                    -                   -          (23,450)                -                (31)
         (19,235)        (167,118)              (97,474)             (6,935)        (579,695)           (5,191)          (280,402)
        (136,183)      (1,986,291)              (49,357)             (8,950)      (4,628,585)         (195,196)       (31,813,986)
        (128,426)      (1,038,531)              (93,687)            (41,522)      (2,628,217)          (89,869)        (1,987,469)
         (45,542)         (70,669)               (4,937)               (456)        (209,365)           (4,250)          (215,867)

        (601,986)       2,983,827               972,531             309,704        1,963,595           574,071          5,806,496

        (580,030)       5,391,184             1,644,287             303,361        5,303,553           662,143          6,120,364

      $1,689,069      $13,191,433            $1,960,477            $452,739      $30,767,163          $978,046        $14,455,480

</TABLE>


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)
<TABLE>
                          Year ended December 31, 1999
<CAPTION>

                                                                                  Putnam Global                 Putnam
                                                                                Asset Allocation                 Vista
                                                                                    Division                   Division
<S>                                                                                    <C>                      <C>
Net assets at January 1, 1999                                                          $ 75,231                 $123,051

Increase (decrease) in net assets
Operations:
   Net investment income (loss)                                                          10,746                   59,899
   Net realized gains (losses) on investments                                             4,668                    5,780
   Change in net unrealized appreciation or depreciation of investments                  23,177                  181,556

Net increase (decrease) in net assets resulting from operations                          38,591                  247,235

Policy related transactions:
   Net premium payments, less sales charges and applicable premium
     taxes                                                                              441,210                  628,024
   Contract terminations and surrenders                                                  (2,330)                  (6,403)
   Death benefit payments                                                                     -                        -
   Policy loan transfers                                                                   (601)                  (5,925)
   Transfers to other contracts                                                         (85,053)                 (32,861)
   Cost of insurance and administration charges                                         (43,615)                 (55,310)
   Surrender charges                                                                       (963)                  (2,646)

Increase in net assets from policy related transactions                                 308,648                  524,879

Total increase                                                                          347,239                  772,114

Net assets at December 31, 1999                                                        $422,470                 $895,165


<FN>
(1) Commenced operations May 1, 1999.
</FN>



</TABLE>


See accompanying notes.


<TABLE>
<CAPTION>
      Putnam                                                   SmallCap           SmallCap           Stock
      Voyager          Real Estate          SmallCap            Growth              Value          Index 500          Utilities
     Division           Division            Division           Division           Division       Division (1)         Division

      <S>                 <C>                <C>                 <C>                <C>             <C>                  <C>
      $  899,548          $31,709            $  250,636          $  209,695         $144,138        $        -           $ 45,596


         135,809            3,193                83,640              13,915              771            47,864              7,994
          16,417             (785)               10,826              30,664            2,968               377              1,155
       2,300,449           (5,017)              145,118             705,827           78,477           321,029             (3,398)

       2,452,675           (2,609)              239,584             750,406           82,216           369,270              5,751



       6,453,995           62,476               782,251           1,479,309          496,663         6,494,864            477,154
         (30,704)            (586)               (2,802)             (7,272)          (6,635)          (13,946)              (842)
               -                -                     -                   -                -                 -                  -
         (47,124)             (75)               17,498             (95,917)            (518)            5,779             (9,038)
        (354,009)          (6,771)             (121,595)            (79,325)         (36,013)          (44,128)           (35,545)
        (619,356)         (10,279)              (65,306)            (92,641)         (53,548)         (101,362)           (45,444)
         (12,688)            (242)               (1,158)             (3,005)          (2,742)           (5,763)              (348)

       5,390,114           44,523               608,888           1,201,149          397,207         6,335,444            385,937

       7,842,789           41,914               848,472           1,951,555          479,423         6,704,714            391,688

      $8,742,337          $73,623            $1,099,108          $2,161,250         $623,561        $6,704,714           $437,284

</TABLE>


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)
<TABLE>

                          Year ended December 31, 1998
<CAPTION>

                                                                                                              Aggressive
                                                                                                                Growth
                                                                                    Combined                   Division

<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 or 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


</TABLE>



See accompanying notes.


<TABLE>
<CAPTION>
       Asset                                                    Capital           Fidelity      Fidelity Equity     Fidelity High
    Allocation          Balanced              Bond              Valule           Contrafund         Income             Income
     Division           Division            Division           Division           Division         Division           Division

      <S>              <C>                   <C>                <C>               <C>               <C>                <C>
      $  561,781       $5,707,028            $2,270,847         $11,822,941       $2,089,509        $1,018,314         $  329,510



          67,483          513,365               178,007           1,009,903          110,801            58,725             43,700
          (1,770)         161,523                33,503             281,655           12,594             5,628            (11,177)
          10,057          118,060               (19,726)            461,090        1,240,221           219,300            (81,364)

          75,770          792,948               191,784           1,752,648        1,363,616           283,653            (48,841)


       1,591,693        7,040,409             3,302,871          16,284,235        6,142,338         4,698,442          1,259,486
          (4,085)      (1,368,274)             (302,397)         (2,480,693)         (74,844)          (17,461)            (4,697)
               -             (517)               (1,856)             (6,646)            (402)           (3,431)            (1,170)
         (10,991)        (244,822)              (81,085)           (170,516)        (145,298)          (69,698)           (53,013)
        (480,701)      (1,287,295)           (1,034,053)         (2,543,349)        (678,221)         (572,136)          (318,315)
        (138,368)        (718,018)             (377,536)         (1,611,497)        (632,111)         (422,440)           (95,559)
          (2,270)         (42,270)              (15,330)            (75,181)         (41,586)           (9,702)            (2,610)

         955,278        3,379,213             1,490,614           9,396,353        4,569,876         3,603,574            784,122


       1,031,048        4,172,161             1,682,398          11,149,001        5,933,492         3,887,227            735,281


      $1,592,829       $9,879,189            $3,953,245         $22,971,942       $8,023,001        $4,905,541         $1,064,791

</TABLE>

<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)
<TABLE>
                          Year ended December 31, 1998
<CAPTION>

                                                                                   Government
                                                                                   Securities                   Growth
                                                                                    Division                   Division

<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 or 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


<FN>
(1) Commenced operations May 1, 1998.
</FN>
</TABLE>




See accompanying notes.

<TABLE>
<CAPTION>
       High                               International                                             MidCap              Money
       Yield          International         SmallCap           MicroCap            MidCap           Growth             Market
     Division          Division           Division (1)       Division (1)         Division       Division (1)         Division

      <S>              <C>                     <C>                 <C>           <C>                  <C>            <C>
      $2,092,182       $2,716,270              $      -            $      -      $19,216,629          $     -        $  4,328,456



         185,849          308,919                   119                 294        1,344,070              (637)           222,792
          (1,713)           5,582                  (148)               (681)       1,170,701               249                  -
        (222,572)          (8,068)               15,012               1,093       (1,927,129)           28,009                  -

         (38,436)         306,433                14,983                 706          587,642            27,621            222,792


         654,374        6,275,718               334,028             158,559       15,747,739           306,597         36,243,366
        (223,218)         (52,096)                 (509)                  -       (4,608,554)              (24)          (258,565)
               -           (2,388)                    -                   -           (9,498)                -             (1,326)
          (2,756)         (93,812)                    -              (2,410)        (462,004)                -             (8,878)
         (82,650)        (623,489)              (18,167)             (2,484)      (2,445,385)           (4,378)       (30,709,128)
        (126,865)        (697,441)              (13,862)             (4,993)      (2,424,710)          (13,899)        (1,455,420)
          (3,532)         (28,946)                 (283)                  -         (138,249)              (14)           (26,181)

         215,353        4,777,546               301,207             148,672        5,659,339           288,282          3,783,868

         176,917        5,083,979               316,190             149,378        6,246,981           315,903          4,006,660

      $2,269,099       $7,800,249              $316,190            $149,378      $25,463,610          $315,903       $  8,335,116
</TABLE>


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)
<TABLE>
                          Year ended December 31, 1998
<CAPTION>

                                                                                  Putnam Global                 Putnam
                                                                                Asset Allocation                 Vista
                                                                                  Division (1)               Division (1)

<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 or depreciation of investments                   4,313                   20,737

Net increase 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


<FN>
(1) Commenced operations May 1, 1998.
</FN>
</TABLE>




See accompanying notes.

<TABLE>
<CAPTION>
        Putnam                                                         SmallCap
        Voyager             Real Estate           SmallCap              Growth            SmallCap Value           Utilities
     Division  (1)        Division  (1)         Division (1)         Division (1)          Division (1)          Division (1)

         <S>                   <C>                  <C>                  <C>                 <C>                     <C>
         $      -              $     -              $      -             $      -            $     -                 $     -



           (1,414)                 811                  (533)                (385)                257                    560
               45                  (64)                  (75)                 (20)               (136)                   372
          105,601                 (320)               11,967               31,970               5,416                  2,337

          104,232                  427                11,359               31,565               5,537                  3,269



          868,001               33,346               251,162              193,803             145,362                 53,396
              (93)                 (23)                  (25)                 (22)                (28)                     -
                -                    -                     -                    -                   -                      -
           (2,429)                   -                  (241)                   -                   -                   (196)
          (32,669)                (406)               (3,354)              (6,641)               (828)                (8,493)
          (37,442)              (1,622)               (8,251)              (8,998)             (5,889)                (2,380)
              (52)                 (13)                  (14)                 (12)                (16)                     -

          795,316               31,282               239,277              178,130             138,601                 42,327

          899,548               31,709               250,636              209,695             144,138                 45,596

         $899,548              $31,709              $250,636             $209,695            $144,138                $45,596
</TABLE>



<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)
<TABLE>
                          Year ended December 31, 1997
<CAPTION>

                                                                                                              Aggressive
                                                                                                                Growth
                                                                                    Combined                 Division (1)

<S>                                                                                 <C>                       <C>
Net assets at January 1, 1997                                                       $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 or depreciation of investments               2,414,102                  (55,253)

Net increase 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



<FN>
(1) Commenced operations February 1, 1997.
</FN>

</TABLE>



See accompanying notes.

<TABLE>
<CAPTION>
       Asset                                                    Capital           Fidelity      Fidelity Equity     Fidelity High
    Allocation          Balanced              Bond              Valule           Contrafund         Income             Income
   Division (1)         Division            Division           Division         Division (1)     Division (1)       Division (1)


        <S>            <C>                   <C>                <C>               <C>               <C>                  <C>
        $      -       $4,344,657            $1,642,800         $ 7,021,808       $        -        $       -            $      -



          52,311          457,569               121,465             936,861           (6,014)           (3,260)            (1,353)
             549          236,637                18,598             342,684              850               630              3,224
         (23,876)         104,396                55,567             895,157          115,040            72,538             20,931

          28,984          798,602               195,630           2,174,702          109,876            69,908             22,802


         562,968        3,035,179             1,595,001           6,782,066        2,125,905         1,018,045            369,108
             (15)      (1,398,821)             (414,701)         (2,651,564)            (666)             (740)              (262)
               -                -                     -              (8,829)               -                 -                  -
          (6,314)        (145,315)              (55,770)           (183,175)          (9,953)             (800)           (26,280)
            (690)        (454,671)             (434,583)           (441,824)         (24,082)           (9,962)           (20,415)
         (23,132)        (450,585)             (250,798)           (827,795)        (110,670)          (57,135)           (15,088)
             (20)         (22,018)               (6,732)            (42,448)            (901)           (1,002)              (355)

         532,797          563,769               432,417           2,626,431        1,979,633           948,406            306,708

         561,781        1,362,371               628,047           4,801,133        2,089,509         1,018,314            329,510

        $561,781       $5,707,028            $2,270,847         $11,822,941       $2,089,509        $1,018,314           $329,510

</TABLE>



<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                 Statements of Changes in Net Assets (continued)
<TABLE>

                          Year ended December 31, 1997
<CAPTION>

                                                                                   Government
                                                                                   Securities                   Growth
                                                                                  Division (1)               Division (1)
<S>                                                                                    <C>                      <C>
Net assets at January 1, 1997                                                          $      -                 $     -

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 or 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



<FN>
(1) Commenced operations February 1, 1997.
</FN>
</TABLE>




See accompanying notes.
<TABLE>
<CAPTION>
         High                                                            Money
         Yield             International           MidCap               Market
      Division             Division (1)           Division             Division

       <S>                  <C>                  <C>                 <C>
       $1,325,273           $        -           $13,704,998         $  1,305,482



          151,360              108,949               383,525               94,705
           19,548                  678             1,366,571                    -
          (27,928)            (165,660)            1,395,356                    -

          142,980              (56,033)            3,145,452               94,705


        1,100,347            3,053,987            11,608,767           15,023,945
         (254,148)              (1,601)           (5,304,517)            (307,677)
           (1,913)                   -               (25,030)                   -
          (38,855)             (20,879)             (430,694)             (59,858)
          (56,489)            (102,897)           (1,619,014)         (11,072,400)
         (121,092)            (154,140)           (1,777,795)            (647,510)
           (3,921)              (2,167)              (85,538)              (8,231)

          623,929            2,772,303             2,366,179            2,928,269

          766,909            2,716,270             5,511,631            3,022,974

       $2,092,182           $2,716,270           $19,216,629         $  4,328,456
</TABLE>




<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                          Notes to Financial Statements

                                December 31, 1999

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) 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, 1999,  contractholder  investment options
include the following diversified open-end management investment companies:

<TABLE>
   <S>                                                      <C>
   Principal Variable Contracts Fund, Inc. (4):             Principal Variable Contracts Fund, Inc. (4)
     Aggressive Growth Account (1)                          (continued):
     Asset Allocation Account (1)                             Small Cap Account (2)
     Balanced Account                                         SmallCap Growth Account (2)
     Bond Account                                             SmallCap Value Account (2)
     Capital Value Account                                    Stock Index 500 Account (3)
     Government Securities Account (1)                        Utilities Account (2)
     Growth Account (1)                                     Fidelity Variable Insurance Products Fund:
     High Yield Account                                       Equity Income Portfolio (1)
     International Account (1)                                High Income Portfolio (1)
     International SmallCap Account (2)                     Fidelity Variable Insurance Products Fund
     MicroCap Account (2)                                      II - Contrafund Portfolio (1)
     MidCap Account                                         Putnam Variable Trust:
     MidCap Growth Account (2)                                Global Asset Allocation Fund (2)
     Money Market Account                                     Vista Fund (2)
     Real Estate Account (2)                                  Voyager Fund (2)
<FN>
(1)  Additional investment option available to contractholders as of February 1,
     1997.
(2)  Additional  investment  option  available to  contractholders  as of May 1,
     1998.
(3)  Additional  investment  option  available to  contractholders  as of May 1,
     1999.
(4)  Organized by Principal Life Insurance Company.
</FN>
</TABLE>

Investments are stated at the closing net asset values per share on December 31,
1999. 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.

The Separate Account supports the following variable life insurance contracts of
Principal  Life:  Flex Variable Life Contracts and PrinFlex Life  Contracts.  On
July 1, 1999,  Principal Life  introduced a new product,  Survivorship  Variable
Universal Life Insurance, which invests in the Separate Account.


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)



1. Investment and Accounting Policies (continued)

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
   $214,984,  $174,324,  and  $1,994,681,   respectively,   in  1999;  $227,302,
   $210,067, and $2,225,738,  respectively, in 1998; and $236,727, $277,142, and
   $2,832,278, respectively, in 1997. 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:  $1,148,956,
   $1,744,117 and $14,262,468,  respectively,  in 1999;  $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.


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)



2. Expenses and Policy Charges (continued)

     Survivorship  Variable  Universal  Life  Contracts  (beginning  in  1999) -
     Mortality and expenses risk assumed by Principal Life are  compensated  for
     by a charge equivalent to an annual rate of .80% of the asset value of each
     policy.  There is a monthly  administration  charge of $8.00. An additional
     monthly  administration  charge in the first ten years (and ten years after
     an  increase  in the face  amount) of $.07 per $1,000 of face  amount.  The
     charge of $.07 is increased by $.005 per $1,000 for each insurer classified
     as smoker.  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 $3,970,  $30,083 and $26,149,  respectively,
     during the year ended December 31, 1999. A sales charge of 5.0% of premiums
     less  than or equal to target  premium  and 2.0% 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
     deducted from each payment on behalf of each participant.  The sale 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.


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)



4. Purchases and Sales of Investment Securities

The aggregate units and cost of purchases and proceeds from sales of investments
were as follows:
<TABLE>

                                                                          Year ended December 31, 1999
<CAPTION>

                                                   Units                Amount                 Units                Amount
                                                 Purchased             Purchased             Redeemed              Redeemed

<S>                                                <C>               <C>                       <C>                <C>
Aggressive Growth Division:
   PrinFlex Life                                   970,302           $18,208,064                 331,686           $5,543,887
   Survivorship Variable Universal Life              7,867                94,528                     732                8,432

                                                   978,169            18,302,592                 332,418            5,552,319
Asset Allocation Division:
   PrinFlex Life                                   126,145             1,964,356                  55,304              741,949
   Survivorship Variable Universal Life             15,103               164,337                     203                2,120

                                                   141,248             2,128,693                  55,507              744,069
Balanced Division:
   Flex Variable Life                               32,343             1,253,440                  31,633              977,440
   PrinFlex Life                                   385,145             5,654,313                 225,867            2,977,675
   Survivorship Variable Universal Life              8,197                85,151                     155                1,532

                                                   425,685             6,992,904                 257,655            3,956,647
Bond Division:
   Flex Variable Life                               21,722               638,489                  24,329              584,331
   PrinFlex Life                                   385,603             4,786,951                 139,681            1,628,875
   Survivorship Variable Universal Life              4,133                43,317                      72                  726

                                                   411,458             5,468,757                 164,082            2,213,932
Capital Value Division:
   Flex Variable Life                               58,379             3,417,091                  44,706            1,759,412
   PrinFlex Life                                   865,446            14,950,191                 424,784            6,209,297
   Survivorship Variable Universal Life              5,115                50,729                     822                7,735

                                                   928,940            18,418,011                 470,312            7,976,444
Fidelity Contrafund Division:
   PrinFlex Life                                   784,899            13,802,563                 194,124            3,317,646
   Survivorship Variable Universal Life             14,058               141,995                     340                3,542

                                                   798,957            13,944,558                 194,464            3,321,188
Fidelity Equity Income Division:
   PrinFlex Life                                   442,641             6,654,870                 161,414            2,328,152
   Survivorship Variable Universal Life              6,673                63,501                      65                  624

                                                   449,314             6,718,371                 161,479            2,328,776
Fidelity High Income Division:
   PrinFlex Life                                    86,113             1,116,094                  51,793              611,648

Government Securities Division:
   PrinFlex Life                                   194,406             2,480,309                 209,054            2,462,106
   Survivorship Variable Universal Life              6,834                71,341                   3,590               36,630

                                                   201,240             2,551,650                 212,644            2,498,736

</TABLE>

<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)



4. Purchases and Sales of Investment Securities (continued)
<TABLE>

                                                                          Year ended December 31, 1999
<CAPTION>

                                                   Units                Amount                 Units                Amount
                                                 Purchased             Purchased             Redeemed              Redeemed
<S>                                              <C>                  <C>                    <C>                  <C>
Growth Division:
   PrinFlex Life                                 454,302              $7,156,190                 154,162           $2,398,898
   Survivorship Variable Universal Life              4,616                48,392                      84                  860

                                                   458,918             7,204,582                 154,246            2,399,758
High Yield Division:
   Flex Variable Life                               20,298               591,968                  48,184            1,053,406

International Division:
   PrinFlex Life                                   492,014             7,894,576                 272,765            3,522,604
   Survivorship Variable Universal Life              3,556                41,864                      36                  386

                                                   495,570             7,936,440                 272,801            3,522,990
International SmallCap Division:
   PrinFlex Life                                    95,274             1,287,791                  19,712              263,257
   Survivorship Variable Universal Life              1,484                19,838                      17                  217

                                                    96,758             1,307,629                  19,729              263,474
MicroCap Division:
   PrinFlex Life                                    42,361               346,589                   7,556               61,540
   Survivorship Variable Universal Life              2,583                22,694                       5                   47

                                                    44,944               369,283                   7,561               61,587
MidCap Division:
   Flex Variable Life                               69,891             3,419,307                  78,806            3,282,474
   PrinFlex Life                                   669,400             9,125,936                 492,907            6,123,791
   Survivorship Variable Universal Life                232                 2,437                       4                   44

                                                   739,523            12,547,680                 571,717            9,406,309
MidCap Growth Division:
   PrinFlex Life                                    90,323               878,244                  32,058              309,719
   Survivorship Variable Universal Life                236                 2,184                      15                  150

                                                    90,559               880,428                  32,073              309,869
Money Market Division:
   Flex Variable Life                               22,657               399,399                   8,313              140,760
   PrinFlex Life                                 3,259,754            37,186,165               2,946,933           33,194,646
   Survivorship Variable Universal Life            339,308             3,452,703                 155,990            1,582,499

                                                 3,621,719            41,038,267               3,111,236           34,917,905
Putnam Global Asset Allocation Division:
   PrinFlex Life                                    37,942               413,030                  12,194              134,797
   Survivorship Variable Universal Life              3,901                41,312                      14                  151

                                                    41,843               454,342                  12,208              134,948
Putnam Vista Division:
   PrinFlex Life                                    52,210               681,239                   8,751              106,029
   Survivorship Variable Universal Life                782                 9,644                       6                   76

                                                    52,992               690,883                   8,757              106,105
</TABLE>


<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)



4. Purchases and Sales of Investment Securities (continued)
<TABLE>
                                                                          Year ended December 31, 1999
<CAPTION>
                                                   Units                Amount                 Units                Amount
                                                 Purchased             Purchased             Redeemed              Redeemed
<S>                                             <C>                 <C>                      <C>                 <C>
Putnam Voyager Division:
   PrinFlex Life                                   505,025          $  6,504,503                  86,311          $ 1,091,791
   Survivorship Variable Universal Life             10,457               114,740                     124                1,528

                                                   515,482             6,619,243                  86,435            1,093,319
Real Estate Division:
   PrinFlex Life                                     6,892                65,261                   2,042               18,329

SmallCap Division:
   PrinFlex Life                                    82,373               858,971                  19,001              178,081
   Survivorship Variable Universal Life                997                11,754                      11                  117

                                                    83,370               870,725                  19,012              178,198
SmallCap Growth Division:
   PrinFlex Life                                   105,937             1,480,349                  19,878              283,342
   Survivorship Variable Universal Life              1,414                18,203                      10                  146

                                                   107,351             1,498,552                  19,888              283,488
SmallCap Value Division:
   PrinFlex Life                                    50,737               461,462                  11,295              102,194
   Survivorship Variable Universal Life              3,695                38,793                       8                   83

                                                    54,432               500,255                  11,303              102,277
Stock Index 500 Division:
   PrinFlex Life                                   621,329             6,531,558                  17,000              174,277
   Survivorship Variable Universal Life              2,600                26,786                      72                  759

                                                   623,929             6,558,344                  17,072              175,036
Utilities Division:
   PrinFlex Life                                    39,617               471,468                   7,891               93,083
   Survivorship Variable Universal Life              1,571                15,596                       5                   50

                                                    41,188               487,064                   7,896               93,133

                                                11,516,892          $165,262,576               6,302,514          $83,323,890


</TABLE>

<PAGE>


                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)



4. Purchases and Sales of Investment Securities (continued)
<TABLE>

                                                                          Year ended December 31, 1998
<CAPTION>

                                                   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
</TABLE>

                        Principal Life Insurance Company
                         Variable Life Separate Account

                    Notes to Financial Statements (continued)



4. Purchases and Sales of Investment Securities (continued)
<TABLE>

                                                                          Year ended December 31, 1998
<CAPTION>

                                                   Units                Amount                 Units                Amount
                                                 Purchased             Purchased             Redeemed              Redeemed
<S>                                              <C>                <C>                       <C>                 <C>
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



<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




           Principal Life Insurance Company
            Variable Life Separate Account

       Notes to Financial Statements (continued)



4. Purchases and Sales of Investment Securities
   (continued)
<CAPTION>
                                                                          Year ended December 31, 1997

                                                   Units                Amount                 Units                Amount
                                                 Purchased             Purchased             Redeemed              Redeemed
<S>                                              <C>                <C>                       <C>                 <C>
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>



5. Year 2000 Issues (Unaudited)

As of January 31, 2000, virtually all of the major technology systems, processes
and  infrastructure,  including  those which rely on third party vendors used by
Principal Life and other service  providers of the Separate Account appear to be
operating smoothly  following the rollover to the Year 2000.  Principal Life has
experienced  no  significant   interruptions  to  normal  business   operations,
including the processing of customer  account data and  transactions.  Principal
Life will continue its Year 2000 vigilance into early 2001.

Based on the performance of its major technology  systems to date, ongoing plans
to deal with external  relationships,  and  contingency  plans,  Principal  Life
believes that in the worst case scenario it will experience,  at most,  isolated
and  insignificant  disruptions  of business  processes as a result of Year 2000
issues.  Such  disruptions  are not  expected  to have a material  effect on the
Separate  Account's  future  results  of  operations,  liquidity,  or  financial
condition.


                         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) as of December 31, 1999 and
1998,  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, 1999.  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 auditing standards generally accepted
in the United States. 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, 1999 and 1998, and the consolidated results of
its  operations  and its cash  flows for each of the three  years in the  period
ended  December 31, 1999, in conformity  with  accounting  principles  generally
accepted in the United States.

/s/Ernst & Young LLP

Des Moines, Iowa
January 31, 2000



                        Principal Life Insurance Company

                      Consolidated Statements of Operations




<TABLE>
<CAPTION>
                                                                         Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------
                                                                              (In Millions)
<S>                                                                 <C>           <C>           <C>
Revenues
Premiums and other considerations                                   $3,152        $3,409        $4,668
Fees and other revenue                                               1,125           992           881
Net investment income                                                2,777         2,806         2,937
Net realized capital gains                                             459           466           176
Contribution from closed block                                          11            13             -
                                                                ------------------------------------------
Total revenues                                                       7,524         7,686         8,662

Expenses
Policy and contract benefits                                         4,210         4,500         5,271
Change in future policy benefits and
   contractholder funds                                                415           277           361
Dividends to policyholders                                               9           155           299
Operating expenses                                                   1,757         2,015         2,036
                                                                ------------------------------------------
                                                                ------------------------------------------
Total expenses                                                       6,391         6,947         7,967
                                                                ------------------------------------------

Income before income taxes                                           1,133           739           695

Income taxes                                                           323            44           241
                                                                ------------------------------------------
                                                                ==========================================
Net income                                                          $  810        $  695        $  454
                                                                ==========================================
</TABLE>



See accompanying notes.




                        Principal Life Insurance Company

                  Consolidated Statements of Financial Position


<TABLE>
<CAPTION>
                                                                                        December 31
                                                                                     1999         1998
                                                                                 ---------------------------
                                                                                 ---------------------------
                                                                                       (In Millions)
<S>                                                                                 <C>          <C>
Assets
Fixed maturities, available-for-sale                                                $21,660      $21,006
Equity securities, available-for-sale                                                   864        1,102
Mortgage loans                                                                       12,296       12,091
Real estate                                                                           2,212        2,585
Policy loans                                                                             28           25
Other investments                                                                       637          349
                                                                                 ---------------------------
Total investments                                                                    37,697       37,158

Cash and cash equivalents                                                               362          461
Accrued investment income                                                               408          375
Deferred policy acquisition costs                                                       792          456
Property and equipment                                                                  458          451
Goodwill and other intangibles                                                          152          161
Premiums due and other receivables                                                      284          261
Mortgage loan servicing rights                                                        1,081          778
Closed block assets                                                                   4,318        4,251
Separate account assets                                                              33,307       29,009
Other assets                                                                            451          582
                                                                                 ---------------------------
                                                                                 ===========================
Total assets                                                                        $79,310      $73,943
                                                                                 ===========================
                                                                                 ===========================

Liabilities
Contractholder funds                                                                $24,523      $23,339
Future policy benefits and claims                                                     7,623        7,082
Other policyholder funds                                                                271          293
Short-term debt                                                                           -          200
Long-term debt                                                                          834          671
Income taxes currently payable                                                           15           27
Deferred income taxes                                                                   159          497
Closed block liabilities                                                              5,395        5,299
Separate account liabilities                                                         33,307       29,009
Other liabilities                                                                     2,232        2,057
                                                                                 ---------------------------
                                                                                 ---------------------------
Total liabilities                                                                    74,359       68,474

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            3
Retained earnings                                                                     5,110        4,749
Accumulated other comprehensive income (loss):
   Net unrealized gains (losses) on available-for-sale securities                      (102)         746
   Net foreign currency translation adjustment                                          (60)         (29)
                                                                                 ---------------------------
                                                                                 ---------------------------
Total stockholder's equity                                                            4,951        5,469
                                                                                 ---------------------------
                                                                                 ===========================
Total liabilities and stockholder's equity                                          $79,310      $73,943
                                                                                 ===========================
</TABLE>

See accompanying notes.




                        Principal Life Insurance Company

                 Consolidated Statements of Stockholder's Equity



<TABLE>
<CAPTION>
                                                            Net Unrealized
                                                          Gains (Losses) on      Net Foreign
                                                          Available-for-Sale      Currency            Total
                                    Common     Retained       Securities         Translation      Stockholder's
                                     Stock     Earnings                          Adjustment          Equity
                                  -------------------------------------------------------------------------------
                                                                  (In Millions)
<S>                                    <C>      <C>             <C>                 <C>               <C>
   Balances at January 1, 1997         $-       $3,803          $   860             $  (9)            $4,654
   Comprehensive income:
     Net income                         -          454                -                 -                454
     Net change in unrealized
       gains and losses on fixed
       maturities,                      -            -              197                 -                197
       available-for-sale
     Net change in unrealized
       gains and losses 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             -            -                -                (2)                (2)
       adjustment
                                                                                                 ----------------
   Comprehensive income                                                                                  630
                                  -------------------------------------------------------------------------------
   Balances at December 31, 1997        -        4,257            1,038               (11)             5,284
   Issuance of 2,500,000 shares
     of common stock to parent
     holding company                    3           (3)              -                  -                  -
   Dividend to parent holding           -         (200)              -                  -               (200)
     company
   Comprehensive income:
     Net income                         -          695               -                  -                695
     Net change in unrealized
       gains and losses on fixed
       maturities,                      -            -            (203)                 -               (203)
       available-for-sale
     Net change in unrealized
       gains and losses on
       equity securities,
       available-for-sale,              -            -            (292)                 -               (292)
       including seed money in
       separate accounts
     Adjustments for assumed
       changes in amortization
       patterns:
       Deferred policy
         acquisition costs              -            -              37                  -                 37
       Unearned revenue reserves        -            -              (4)                 -                 (4)
     Provision for deferred
       income tax benefit               -            -             170                  -                170
     Change in net foreign
       currency translation             -            -               -                (18)               (18)
       adjustment
                                                                                                 ----------------
   Comprehensive income                                                                                  385
                                  -------------------------------------------------------------------------------
   Balances at December 31, 1998        3        4,749             746                (29)             5,469
</TABLE>



                        Principal Life Insurance Company

           Consolidated Statements of Stockholder's Equity (continued)




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

<S>                                    <C>      <C>             <C>                 <C>               <C>
   Balances at January 1, 1999         $3       $4,749          $  746              $ (29)            $5,469
   Dividend to parent holding           -         (449)              -                  -               (449)
     company
   Comprehensive loss:
     Net income                         -          810               -                  -                810
     Net change in unrealized
       gains and losses on fixed
       maturities,                      -            -          (1,375)                 -             (1,375)
       available-for-sale
     Net change in unrealized
       gains and losses on
       equity securities,
       available-for-sale,              -            -            (142)                 -               (142)
       including seed money in
       separate accounts
     Adjustments for assumed
       changes in amortization
       patterns:
       Deferred policy
         acquisition costs                           -             246                  -                246
       Unearned revenue reserves                     -             (30)                 -                (30)
     Provision for deferred
       income tax benefit                            -             453                  -                453
     Change in net foreign
       currency translation                          -               -                (31)               (31)
       adjustment
                                                                                                 ----------------
   Comprehensive loss                                                                                    (69)
                                  ===============================================================================
   Balances at December 31, 1999       $3       $5,110         $  (102)              $(60)            $4,951
                                  ===============================================================================
</TABLE>



See accompanying notes.




                        Principal Life Insurance Company

                      Consolidated Statements of Cash Flows




<TABLE>
<CAPTION>
                                                                              Year ended December 31
                                                                          1999         1998         1997
                                                                      ---------------------------------------
                                                                                  (In Millions)
<S>                                                                    <C>         <C>            <C>
Operating activities
Net income                                                             $     810   $     695      $   454
Adjustments to reconcile net income to net cash provided by
   operating activities:
   Amortization of deferred policy acquisition costs                          76         170          170
   Additions to deferred policy acquisition costs                           (254)       (229)        (213)
   Gain on sales of subsidiaries                                             (11)         (6)         (14)
   Accrued investment income                                                 (33)         24            7
   Premiums due and other receivables                                        (21)         87          (78)
   Contractholder and policyholder liabilities and dividends
                                                                           1,430       1,489        1,396
   Current and deferred income taxes                                         103        (265)          96
   Net realized capital gains                                               (459)       (466)        (176)
   Depreciation and amortization expense                                      72         100          117
   Change in closed block operating assets and
     liabilities, net                                                        174         230            -
   Other                                                                     163         115         (185)
                                                                      ---------------------------------------
Net adjustments                                                            1,240       1,249        1,120
                                                                      ---------------------------------------
Net cash provided by operating activities                                  2,050       1,944        1,574

Investing activities Available-for-sale securities:
   Purchases                                                             (10,956)     (7,141)      (7,478)
   Sales                                                                   6,852       5,684        7,475
   Maturities                                                              2,500       1,377        1,204
Mortgage loans acquired or originated                                    (16,503)    (14,162)      (9,925)
Mortgage loans sold or repaid                                             16,242      14,414        8,977
Net change in mortgage servicing rights                                     (307)       (387)        (144)
Real estate acquired                                                        (449)       (436)        (309)
Real estate sold                                                             870         662          198
Net change in property and equipment                                         (20)        (20)           -
Change in closed block investments, net                                     (169)       (201)           -
Proceeds from sales of subsidiaries                                           42          96           35
Purchases of interest in subsidiaries, net of cash acquired                  (13)       (218)         (99)
Net change in other investments                                             (260)       (249)         (83)
                                                                      ---------------------------------------
Net cash used in investing activities                                     (2,171)       (581)        (149)
</TABLE>





                        Principal Life Insurance Company

                Consolidated Statements of Cash Flows (continued)



<TABLE>
<CAPTION>
                                                                              Year ended December 31
                                                                          1999         1998         1997
                                                                      ---------------------------------------
                                                                                  (In Millions)
<S>                                                                    <C>         <C>            <C>
Financing activities
Issuance of debt                                                       $     203    $     243     $     75
Principal repayments of debt                                                 (40)         (51)         (28)
Proceeds of short-term borrowings                                          4,952        8,628        5,089
Repayment of short-term borrowings                                        (4,896)      (8,924)      (4,974)
Dividend paid to parent holding company                                     (441)        (140)           -
Investment contract deposits                                               5,325        5,854        4,134
Investment contract withdrawals                                           (5,081)      (7,058)      (5,446)
                                                                      ---------------------------------------
Net cash provided by (used in) financing activities                           22       (1,448)      (1,150)
                                                                      ---------------------------------------

Net increase (decrease) in cash and cash equivalents                         (99)         (85)         275

Cash and cash equivalents at beginning of year                               461          546          271
                                                                      =======================================
Cash and cash equivalents at end of year                               $     362    $     461      $   546
                                                                      =======================================

Schedule of noncash operating and investing activities
Dividend of net noncash assets and liabilities of Princor Financial
   Services Corporation to Principal Financial Services, Inc. on
   April 1, 1999                                                       $      12
                                                                      =============
Thefollowing  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.
</TABLE>




                        Principal Life Insurance Company

                   Notes to Consolidated Financial Statements

                                December 31, 1999


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  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 Principal Life
Insurance  Company  and its  consolidated  subsidiaries,  as the net  assets  so
transferred  to achieve the change in legal  organization  were accounted for at
historical carrying amounts in a manner similar to that in  pooling-of-interests
accounting.

Description of Business

Principal  Life  Insurance  Company  and  its  consolidated  subsidiaries  ("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  accounting
principles  generally  accepted  in  the  United  States  ("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 $2.3 billion at December
31,  1999  and  $2.2  billion  at  December  31,  1998.  Total  revenues  of the
unconsolidated entities were $2.0 billion in 1999, $1.8 billion in 1998 and $294
million in 1997.  During 1999, 1998 and 1997, the Company included $108 million,
$18 million and $19 million, respectively, in net investment income representing
the Company's share of current year net income 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  policyholders
included therein that, after



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

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 such that their cash flows
together with anticipated  revenues 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 to
provide for the continuation of aggregate dividend scales in accordance with the
1997 policy dividend scales if the experience  underlying such scales continued,
and to allow  for  appropriate  adjustments  in such  scales  if the  experience
changes.

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  Company  will  continue  to pay  guaranteed  benefits  under all  policies,
including the policies  included in the Closed Block,  in accordance  with their
terms.  If the assets  allocated to the Closed Block,  the investment cash flows
from those  assets and the  revenues  from the  policies  included in the Closed
Block,  including investment income thereon, prove to be insufficient to pay the
benefits guaranteed under the policies included in the Closed Block, the Company
will be required to make such payments from its general funds.

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),  policyholder
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 operating income
or other comprehensive  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.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

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.

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.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

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 $432
million and $743  million  and  commercial  mortgage  loans held for sale in the
amount  of $280  million  and  $22  million  at  December  31,  1999  and  1998,
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,  excluding  investments  in  unconsolidated
entities, 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  risk of loss is  typically  limited  to the  fair  value  of its
derivative  instruments and not to the notional or contractual  amounts of these
derivatives.  Risk  arises  from  changes  in the fair  value of the  underlying
instruments.  The  Company  is also  exposed  to  credit  losses in the event of
nonperformance  of  the  counterparties.   This  credit  risk  is  minimized  by
purchasing such agreements from financial  institutions with high credit ratings
and by establishing and monitoring exposure limits.

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.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

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 policyholders.  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 policyholder 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.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

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
policyholder  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.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

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 policyholder 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.  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 other  considerations  and policy and
contract benefits and changes in reserves is as follows (in millions):

<TABLE>
<CAPTION>
                                                                         Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------
<S>                                                                 <C>           <C>           <C>
   Premiums and other considerations:
     Direct                                                         $3,187        $3,390        $4,601
     Assumed                                                             4            59           106
     Ceded                                                             (39)          (40)          (39)
                                                                ==========================================
   Net premiums and other considerations                            $3,152        $3,409        $4,668
                                                                ==========================================

   Policy and contract benefits and changes in reserves:
     Direct                                                         $4,656        $4,739        $5,596
     Assumed                                                            (1)           66           102
     Ceded                                                             (30)          (28)          (66)
                                                                ------------------------------------------
   Net policy and contract benefits and changes in reserves
                                                                    $4,625        $4,777        $5,632
                                                                ==========================================
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

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.

Guaranty-fund Assessments

Guaranty-fund  assessments  are accrued 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.



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

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 and Equipment

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

                                                          December 31
                                                      1999           1998
                                                  -----------------------------

   Property and equipment                              $777           $730
   Accumulated depreciation                            (319)          (279)
                                                  =============================
   Property and equipment, net                         $458           $451
                                                  =============================

Goodwill and Other Intangibles

Goodwill  and other  intangibles  include the cost of acquired  subsidiaries  in
excess of the fair value of the net assets (i.e., goodwill) and other intangible
assets which 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  intangibles is reviewed  periodically for
indicators  of impairment  in value,  which in the view of management  are other
than  temporary,  including  unexpected  or adverse  changes in the  economic or
competitive  environments in which the Company operates,  profitability analyses
and the fair  value of the  relevant  subsidiary.  If  facts  and  circumstances
suggest that a subsidiary's goodwill is impaired,  the Company assesses the fair
value of the  underlying  business  and reduces  the  goodwill to an amount that
results in the book value of the subsidiary approximating fair value.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

Goodwill and other intangibles,  and related  accumulated  amortization,  are as
follows (in millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------

<S>                                                                                <C>            <C>
   Goodwill                                                                        $176           $185
   Other intangibles                                                                 21             16
                                                                              -----------------------------
                                                                                    197            201
   Accumulated amortization                                                         (45)           (40)
                                                                              =============================
   Total goodwill and other intangibles, net                                       $152           $161
                                                                              =============================
</TABLE>

Premiums Due and Other Receivables

Premiums due and other  receivables  include life and health insurance  premiums
due,   reinsurance   recoveries,   guaranty  funds  receivable  or  on  deposit,
receivables from the sale of securities and other receivables.

Mortgage Loan Servicing Rights

Mortgage loan servicing  rights  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  loan  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

Included in other assets are certain  assets  pending  transfer or novation that
are  carried  at fair  value (see Note 2).  The  remainder  of other  assets are
reported primarily at cost.

Comprehensive Income (Loss)

Comprehensive  income (loss) includes all changes in stockholder's equity during
a  period  except  those  resulting  from   investments  by   shareholders   and
distributions to shareholders.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

The following table sets forth the adjustments necessary to avoid duplication of
items that are  included  as part of net income for a year that had been part of
other comprehensive income in prior years (in millions):

<TABLE>
<CAPTION>
                                                                               December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------
<S>                                                                <C>             <C>            <C>
   Unrealized gains (losses) on available-for-sale securities
     arising during the year                                       $(1,039)        $(530)         $106
   Adjustment for realized gains on available-for-sale
     securities included in net income                                 191           238            72
                                                                ==========================================
   Unrealized gains (losses) on available-for-sale securities,
     as adjusted                                                   $  (848)        $(292)         $178
                                                                ==========================================
</TABLE>

The above  adjustment  for net realized gains on  available-for-sale  securities
included  in  net  income  is  presented  net of  tax,  related  changes  in the
amortization  patterns of deferred policy acquisition costs and unearned revenue
reserves.

Reclassifications

Certain  reclassifications  have  been  made to the 1997  and 1998  consolidated
financial statements to conform to the 1999 presentation.

Accounting Changes

In June 1998,  the  Financial  Accounting  Standards  Board ("the FASB")  issued
Statement No. 133, Accounting for Derivative  Instruments and Hedging Activities
("SFAS  133").  In June 1999,  Statement  No.  137,  Accounting  for  Derivative
Instruments  and Hedging  Activities  - Deferral of the  Effective  Date of FASB
Statement No. 133, ("SFAS 137") was issued  deferring the effective date of SFAS
133 by one year.  The new  effective  date for the  Company to adopt SFAS 133 is
January 1, 2001. SFAS 133 will require the Company to include all derivatives in
the  consolidated  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 consolidated financial position.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




1. Nature of Operations and Significant Accounting Policies (continued)

On January 1, 1999, the Company  implemented  the Statement of Position  ("SOP")
98-1,  Accounting for the Costs of Computer  Software  Developed or Obtained for
Internal  Use.  SOP 98-1  defines  internal  use  software  and  when the  costs
associated with internal use should be capitalized.  The  implementation did not
have a material impact on the Company's consolidated financial statements.


2. Mergers, Acquisitions and Divestitures

During 1999,  various  acquisitions  were made by the Company's  subsidiaries at
purchase prices aggregating $13 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,  1999 and total  1999  revenue  of $17  million  and $12  million,
respectively.

Effective  April 1, 1998,  the Company merged  substantially  all of its managed
care  operations  with  Coventry  Corporation  in  exchange  for a  non-majority
ownership  position in the  resulting  entity,  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.

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.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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, 1999 and 1998, are
as follows (in millions):

<TABLE>
<CAPTION>
                                                                   Gross           Gross
                                                                Unrealized      Unrealized         Fair
                                                   Cost            Gains          Losses          Value
                                              ---------------------------------------------------------------
                                              ---------------------------------------------------------------
<S>                                              <C>             <C>              <C>            <C>
   December 31, 1999 Fixed maturities:
     United States Government and agencies
                                                  $    163        $    -          $    2         $     161
     Foreign governments                               808            18              15               811
     States and political subdivisions                 139             1               9               131
     Corporate - public                              5,187            73             137             5,123
     Corporate - private                            10,300            95             332            10,063
     Mortgage-backed and other asset-backed
       securities                                    5,486            12             127             5,371
                                              ---------------------------------------------------------------
   Total fixed maturities                          $22,083          $199            $622           $21,660
                                              ===============================================================
   Total equity securities                       $     721          $176           $  33         $     864
                                              ===============================================================

   December 31, 1998 Fixed maturities:
     United States Government and agencies
                                                 $     615       $     -           $  10         $     605
     Foreign governments                               340            29               5               364
     States and political subdivisions                 137            10               -               147
     Corporate - public                              3,841           249              84             4,006
     Corporate - private                            10,570           623              95            11,098
     Mortgage-backed and other asset-backed
       securities                                    4,659           138              11             4,786
                                              ---------------------------------------------------------------
                                              ===============================================================
   Total fixed maturities                          $20,162        $1,049            $205           $21,006
                                              ===============================================================
   Total equity securities                       $     760       $   395           $  53          $  1,102
                                              ===============================================================
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




3. Investments (continued)

The cost and fair value of fixed maturities  available-for-sale  at December 31,
1999, by expected maturity, are as follows (in millions):

<TABLE>
<CAPTION>
                                                                                 Cost        Fair Value
                                                                             ------------------------------
                                                                             ------------------------------

<S>                                                                            <C>             <C>
   Due in one year or less                                                     $  1,261        $  1,260
   Due after one year through five years                                          7,784           7,654
   Due after five years through ten years                                         4,342           4,281
   Due after ten years                                                            3,210           3,094
                                                                             ------------------------------
                                                                             ------------------------------
                                                                                 16,597          16,289
   Mortgage-backed and other asset-backed securities                              5,486           5,371
                                                                             ------------------------------
                                                                             ==============================
   Total                                                                        $22,083         $21,660
                                                                             ==============================
</TABLE>

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):

<TABLE>
<CAPTION>
                                                                         Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------

<S>                                                                 <C>           <C>           <C>
   Fixed maturities, available-for-sale                             $1,578        $1,525        $1,620
   Equity securities, available-for-sale                                46            32            39
   Mortgage loans                                                    1,025         1,100         1,084
   Real estate                                                         188           143           107
   Policy loans                                                          2            27            50
   Cash and cash equivalents                                            19             9             9
   Other                                                                43            58            92
                                                                ------------------------------------------
                                                                ------------------------------------------
                                                                     2,901         2,894         3,001

   Less investment expenses                                           (124)          (88)          (64)
                                                                ------------------------------------------
                                                                ==========================================
   Net investment income                                            $2,777        $2,806        $2,937
                                                                ==========================================
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




3. Investments (continued)

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

<TABLE>
<CAPTION>
                                                                           Year ended December 31
                                                                     1999          1998           1997
                                                                 -------------------------------------------

<S>                                                                  <C>           <C>           <C>
   Fixed maturities, available-for-sale:
     Gross gains                                                     $  31         $  67         $  51
     Gross losses                                                     (123)          (31)          (43)
   Equity securities, available-for-sale:
     Gross gains                                                       409           329           132
     Gross losses                                                      (26)          (40)          (26)
   Mortgage loans                                                       (8)            8            (6)
   Real estate                                                          56           126            64
   Other                                                               120             7             4
                                                                 ===========================================
   Net realized capital gains                                         $459          $466          $176
                                                                 ===========================================
</TABLE>

Proceeds from sales of  investments  (excluding  call and maturity  proceeds) in
fixed maturities were $5.3 billion,  $2.8 billion and $5.0 billion in 1999, 1998
and 1997 respectively.  Of the 1999, 1998 and 1997 proceeds,  $3.6 billion, $2.2
billion  and $4.0  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 $2 million, $23 million and
$29 million and gross losses of $57 million, $7 million and $10 million in 1999,
1998  and  1997,  respectively,   were  realized  on  sales  of  mortgage-backed
securities.  At December 31, 1999,  the Company had security  purchases  payable
totaling $910 million relating to the purchases of mortgage-backed securities at
forward dates.

The net  unrealized  gains and losses 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  and  losses  on
available-for-sale securities,  including the net unrealized gains and losses on
the Closed Block available-for-sale securities, is as follows (in millions):




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




3. Investments (continued)

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------

<S>                                                                               <C>            <C>
   Net unrealized gains and losses on fixed maturities, available-for-sale
                                                                                  $(436)         $939
   Net unrealized gains and losses on equity securities, available-for-sale,
     including seed money in separate accounts                                      205           347
   Adjustments for assumed changes in amortization patterns:
     Deferred policy acquisition costs                                               79          (167)
     Unearned revenue reserves                                                      (13)           17
   Provision for deferred income (taxes) tax benefit                                 63          (390)
                                                                              =============================
   Net unrealized gains and losses on available-for-sale securities               $(102)         $746
                                                                              =============================
</TABLE>

During 1998, the net change in unrealized gains and losses on fixed  maturities,
available-for-sale,  appearing in the consolidated statements of equity 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.

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.

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, 1999 and 1998, the commercial  mortgage portfolio is diversified by
geographic region and specific collateral property type as follows:

<TABLE>
<CAPTION>
               Geographic Distribution                             Property Type Distribution
- ------------------------------------------------------   --------------------------------------------------
                                    December 31                                          December 31
                                  1999        1998                                     1999       1998
                               -----------------------                              -----------------------
                               -----------------------                              -----------------------

<S>                                <C>         <C>                                      <C>        <C>
   New England                      5%          5%       Office                         30%        29%
   Middle Atlantic                 14          14        Retail                         33         33
   East North Central              10          10        Hotel                           1          1
   West North Central               4           5        Mixed use/other                 2          2
   South Atlantic                  25          25        Industrial                     32         33
   East South Central               3           3        Apartments                      3          3
   West South Central               7           7        Valuation allowance            (1)        (1)
   Mountain                         5           4
   Pacific                         28          28
   Valuation allowance             (1)         (1)
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




3. Investments (continued)

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):

<TABLE>
<CAPTION>
                                                                                   December 31
                                                                          1999        1998        1997
                                                                       ------------------------------------

<S>                                                                        <C>         <C>         <C>
   Balance at beginning of year                                            $104        $121        $121
   Establishment of closed block (see Note 5)                                 -          (9)          -
   Provision for losses                                                       5           4           8
   Releases due to write-downs, sales and foreclosures                       (1)        (12)         (8)
                                                                       ====================================
   Balance at end of year                                                  $108        $104        $121
                                                                       ====================================
</TABLE>

The Company was servicing approximately 555,000 and 484,000 residential mortgage
loans with aggregate principal balances of approximately $51.9 billion and $42.1
billion at December 31, 1999 and 1998,  respectively.  In connection  with these
mortgage  servicing  activities,  the  Company  held  funds in trust for  others
totaling  approximately  $334  million and $284 million at December 31, 1999 and
1998, 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.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




3. Investments (continued)

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

                                                       December 31
                                                   1999           1998
                                               -----------------------------

   Investment real estate                          $1,461        $1,890
   Accumulated depreciation                          (161)         (183)
                                               -----------------------------
                                                    1,300         1,707
   Properties held for sale                           912           878
                                               =============================
   Real estate, net                                $2,212        $2,585
                                               =============================

Other investments include a temporarily controlled subsidiary.  Also included in
other  investments  are  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 $760  million  and $876  million at
December 31, 1999 and 1998, respectively.  The Company is committed to providing
additional mortgage financing for such joint ventures aggregating $77 million at
December 31, 1999.


4. Derivatives Held or Issued for Purposes Other Than Trading

The Company  uses  exchange-traded  interest  rate  futures and  mortgage-backed
securities  forwards 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 mortgage-backed
securities  forwards 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  ($76 million at December  31, 1999,  and $855 million at December 31,
1998)  represent  the  extent of the  Company's  involvement.  The  Company  had
outstanding  mortgage-backed securities forwards of $149 million and $55 million
at December 31, 1999 and 1998, respectively.

The Company uses  interest  rate swaps to more closely  match the interest  rate
characteristics  of its assets with those of its liabilities.  Swaps are used in
asset  and  liability  management  to modify  duration  and  match  cash  flows.
Occasionally,  the Company will sell a callable investment-type contract and may
use interest  rate  swaptions or similar  instruments  to transform the callable
liability  into a fixed term  liability.  In  addition,  the Company may sell an
investment-type  contract with  attributes  tied to market indices in which case
the Company uses a call option to transform the liability into a




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

fixed rate liability.  The notional principal amounts of the interest rate swaps
outstanding  at  December  31,  1999 and 1998 were  $1,211  million  and  $1,533
million, respectively, and the credit exposure at December 31, 1999 and 1998 was
$19 million for both years.  The  notional  principal  amounts of the  swaptions
outstanding  at December 31, 1999 and 1998 were $470  million and $259  million,
respectively,  and the credit  exposure  at  December  31,  1999 and 1998 was $9
million and $6 million,  respectively. The notional amounts of call options were
$30 million at both December 31, 1999 and 1998, and the credit  exposure was $19
million  and $6  million  at  December  31,  1999 and  1998,  respectively.  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  five years at December  31, 1999 and six
years at December 31, 1998. 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  enters into currency  exchange swap  agreements to convert  certain
foreign  denominated  fixed  rate  assets  and  liabilities  into U.  S.  dollar
denominated  instruments to eliminate the exposure to future currency volatility
on those items. At December 31, 1999, the Company had various  foreign  currency
exchange agreements with maturities ranging from 2000 to 2018, with an aggregate
notional  amount of  approximately  $1,571 million and a credit  exposure of $69
million.  At December 31, 1998, such maturities ranged from 1999 to 2018 with an
aggregate notional amount of approximately $486 million and a credit exposure of
$35 million. The average unexpired term of the swaps was approximately six years
at December 31, 1999 and seven years at December 31, 1998.

With regard to its foreign  operations,  the Company attempts to conduct much of
its business in the functional  currency of the country of operation.  At times,
the Company is unable to do so, and  beginning in 1999 for these cases,  it uses
foreign exchange  derivatives to hedge the resulting  currency risk. At December
31, 1999, the Company had foreign  currency  swaps with a notional  amount of $5
million outstanding.

The Company manages the risk on its commercial  mortgage loan pipeline by buying
and selling  mortgage-backed  securities in the forward  markets,  interest rate
swaps,  and interest  rate  futures.  The Company  entered into  mortgage-backed
forwards  totaling  $87 million  and $27 million at December  31, 1999 and 1998,
respectively,  and interest rate swaps with notional amounts of $88 million with
a credit  exposure  totaling $2 million at December 31, 1999.  In addition,  the
Company  entered into interest rate futures  contracts with notional  amounts of
$211 million and $58 million at December 31, 1999 and 1998,  respectively.  Such
futures contracts are marked to market and settled daily.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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

The Company manages risk on its residential 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 $1,080 million and
$2,369 million at December 31, 1999 and 1998,  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  $372 million and $1,100
million of mortgage loans at December 31, 1999 and 1998,  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 $5,550 million
and $6,314 million at December 31, 1999 and 1998,  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.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




5. Closed Block

Summarized  financial  information  of  the  Closed  Block  is  as  follows  (in
millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------
<S>                                                                               <C>           <C>
   Assets
   Fixed maturities available-for-sale                                            $1,782        $1,722
   Mortgage loans                                                                  1,036         1,063
   Policy loans                                                                      752           741
   Other investments                                                                   1             1
                                                                              -----------------------------
   Total investments                                                               3,571         3,527

   Cash and cash equivalents                                                          24             -
   Accrued investment income                                                          63            60
   Deferred policy acquisition costs                                                 639           649
   Premiums due and other receivables                                                 21            15
                                                                              =============================
                                                                                  $4,318        $4,251
                                                                              =============================
   Liabilities
   Future policy benefits and claims                                              $4,864        $4,668
   Other policyholder funds                                                          406           399
   Other liabilities                                                                 125           232
                                                                              -----------------------------
                                                                                  $5,395        $5,299
                                                                              =============================
</TABLE>

<TABLE>
<CAPTION>
                                                                                     For the six-month
                                                              For the year ended   period from formation
                                                              December 31, 1999     to December 31, 1998
                                                             ----------------------------------------------
<S>                                                                   <C>                    <C>
   Revenues and expenses
   Premiums and other considerations                                  $764                   $390
   Net investment income                                               269                    127
   Other income (expense)                                               (2)                     1
   Policy and contract benefits                                       (438)                  (196)
   Change in future policy benefits and contractholder funds
                                                                      (176)                  (110)
   Dividends to policyholders                                         (296)                  (143)
   Operating expenses                                                 (110)                   (56)
                                                             ==============================================
   Contribution from Closed Block (before income taxes)
                                                                     $  11                  $  13
                                                             ==============================================
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




6. Deferred Policy Acquisition Costs

Policy  acquisition  costs deferred and amortized in 1999,  1998 and 1997 are as
follows (in millions):

<TABLE>
<CAPTION>
                                                                               December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------

<S>                                                                   <C>         <C>           <C>
   Balance at beginning of year                                       $456        $1,057        $1,058
   Balance transferred to the Closed Block                               -          (697)            -
   Cost deferred during the year                                       254           229           213
   Amortized to expense during the year                                (76)         (170)         (170)
   Effect of unrealized (gains) losses                                 158            37           (44)
                                                                ==========================================
   Balance at end of year                                             $792       $   456        $1,057
                                                                ==========================================
</TABLE>


7. Insurance Liabilities

Major  components  of  contractholder  funds in the  consolidated  statements of
financial position, are summarized as follows (in millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------
<S>                                                                                <C>          <C>
   Liabilities for investment-type contracts:
     Guaranteed investment contracts                                               $15,941      $15,211
     Domestic funding agreements                                                       743          653
     International funding agreements backing
       medium-term notes                                                             1,139            -
     Other investment-type contracts                                                 3,115        3,806
                                                                              -----------------------------
   Total liabilities for investment-type contracts                                  20,938       19,670

   Liabilities for individual annuities                                              2,522        2,685
   Universal life and other reserves                                                 1,063          984
                                                                              =============================
   Total contractholder funds                                                      $24,523      $23,339
                                                                              =============================
</TABLE>

The Company's  contractholder funds, excluding universal life reserves,  include
surrender and  withdrawal  provisions  which  mitigate the risk of losses due to
early  withdrawals.  Approximately  90% of such  contractholder  funds,  include
surrender  or  market  value  adjustment  provisions,  or  are  not  subject  to
discretionary  withdrawal.  The remainder is subject to discretionary withdrawal
at book value with minimal or no surrender charge.

Approximately  3.0% of the  Company's  investment  contract  portfolio  includes
puttable  funding  agreements,  representing  1.3% of  general  account  assets.
Approximately  2.5%  of the  portfolio  includes  contracts  which  require  the
contractholder  to give the Company a minimum of 90 days notice before  contract
termination payment.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




7. Insurance Liabilities (continued)

Funding agreements are issued to non-qualified  institutional  investors both in
domestic and international  markets.  In late 1998, the Company established a $2
billion  program under which an offshore  special  purpose entity was created to
issue nonrecourse  medium-term  notes.  Under the program,  the proceeds of each
note series issuance are used to purchase a funding  agreement from the Company,
with the funding  agreement  so  purchased  then used to secure that  particular
series of notes. In general, the payment terms of any particular series of notes
match the payment  terms of the funding  agreement  that  secures  that  series.
Claims for principal and interest under those  international  funding agreements
are  afforded   equal   priority  to  claims  of  life   insurance  and  annuity
policyholders  under insolvency  provisions of Iowa Insurance Laws. During 1999,
the Company  began  issuing  international  funding  agreements  to the offshore
special purpose vehicle under that program. The offshore special purpose vehicle
issued medium-term notes to investors in Europe, Asia and Australia. In general,
the medium-term note funding agreements do not give the contractholder the right
to terminate prior to contractually  stated maturity dates, absent the existence
of certain  circumstances  which are largely  within the Company's  control.  At
December 31, 1999, the contractual  maturities were 2002 - $180 million;  2004 -
$358 million; 2008 - $36 million; and 2009 - $565 million.

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):

<TABLE>
<CAPTION>
                                                                               December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------

<S>                                                                <C>           <C>           <C>
   Balance at beginning of year                                    $   641       $   770       $   800

   Incurred:
     Current year                                                    1,831         1,922         2,723
     Prior years                                                        32           (14)          (21)
                                                                ------------------------------------------
                                                                ------------------------------------------
   Total incurred                                                    1,863         1,908         2,702

   Reclassification for subsidiary merger
     (see Note 2)                                                        -           155             -
   Payments:
     Current year                                                    1,380         1,523         2,235
     Prior years                                                       405           359           497
                                                                ------------------------------------------
   Total payments                                                    1,785         2,037         2,732
                                                                ------------------------------------------

   Balance at end of year:
     Current year                                                      451           349           476
     Prior years                                                       268           292           294
                                                                ------------------------------------------
                                                                ==========================================
   Total balance at end of year                                    $   719       $   641       $   770
                                                                ==========================================
</TABLE>



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




7. Insurance Liabilities (continued)

The activity  summary in the  liability  for unpaid  accident and health  claims
shows an  increase of $32  million,  a decrease of $14 million and a decrease of
$21  million  to the  December  31,  1998,  1997 and 1996  liability  for unpaid
accident and health claims, respectively, arising in prior years. Such liability
adjustments,  which  affected  current  operations  during 1999,  1998 and 1997,
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.


8. Debt

Short-term debt

Short-term debt consists primarily of commercial paper and outstanding  balances
on credit  facilities  with various banks. At December 31, 1999, the Company and
certain  subsidiaries  had credit  facilities with various banks in an aggregate
amount of $1.5 billion.  The credit facilities may be used for general corporate
purposes and also to provide backup for the Company's commercial paper programs.

Long-term debt

The  components  of debt as of December  31, 1999 and  December  31, 1998 are as
follows (in millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                 1999           1998
                                                                             ------------------------------

<S>   <C>                               <C>                                       <C>            <C>
      7.875% surplus notes payable, due 2024                                      $199           199
      8% surplus notes payable, due 2044                                            99            99
      Non-recourse mortgages and notes payable                                     335           214
      Other mortgages and notes payable                                            201           159
                                                                             ==============================
      Total long-term debt                                                        $834          $671
                                                                             ==============================
</TABLE>

The amounts  included above are net of the discount and direct costs  associated
with  issuing  these  notes  which are being  amortized  to  expense  over their
respective terms using the interest method.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




8. Debt (continued)

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.  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, 1999,
1998 and 1997,  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, 1999 range
from $1 million to $38 million per  development  with interest  rates  generally
ranging  from 6.4% to 9.3%.  Outstanding  principal  balances as of December 31,
1998 range from $1 million to $39 million per  development  with interest  rates
generally ranging from 6.6% to 9.3%.

At  December  31,  1999,  future  annual  maturities  of debt are as follows (in
millions):

   2000                                                              $124
   2001                                                                72
   2002                                                                19
   2003                                                                12
   2004                                                                12
   Thereafter                                                         595
                                                                  ----------
                                                                  ==========
   Total future maturities of debt                                   $834
                                                                  ==========

Cash paid for interest for 1999, 1998 and 1997 was $96 million,  $97 million and
$67 million,  respectively.  These amounts include interest paid on taxes during
these years.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




9. Income Taxes

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

<TABLE>
<CAPTION>
                                                                          Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------
<S>                                                                 <C>           <C>             <C>
   Current income taxes:
     Federal                                                        $  84         $ (80)          $144
     State and foreign                                                 13            10              3
     Net realized capital gains                                       162           107             11
                                                                ------------------------------------------
   Total current income taxes                                         259            37            158
   Deferred income taxes                                               64             7             83
                                                                ==========================================
   Total income taxes                                                $323           $44           $241
                                                                ==========================================
</TABLE>

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:

<TABLE>
<CAPTION>
                                                                         Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------

<S>                                                                  <C>           <C>           <C>
   Statutory corporate tax rate                                      35%           35%           35%
   Dividends received deduction                                      (3)           (4)           (2)
   Interest exclusion from taxable income                             -            (1)           (1)
   Resolution of prior year tax issues                                -           (20)            -
   Other                                                             (3)           (4)            3
                                                                ------------------------------------------
   Effective tax rate                                                29%            6%           35%
                                                                ==========================================
</TABLE>

Significant components of the Company's net deferred income taxes are as follows
(in millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------
<S>                                                                               <C>           <C>
   Deferred income tax assets (liabilities):
     Insurance liabilities                                                        $ 138         $ 117
     Deferred policy acquisition costs                                             (149)         (111)
     Net unrealized losses (gains) on available for sale
       securities                                                                    88          (381)
     Mortgage loan servicing rights                                                (210)         (111)
     Other                                                                          (26)          (11)
                                                                              =============================
                                                                                  $(159)        $(497)
                                                                              =============================
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




9. Income Taxes (continued)

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 $270  million in 1999,  $309 million in 1998 and
$143 million in 1997.


10. 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.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




10. Employee and Agent Benefits (continued)

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
                                                 Pension Benefits                          Benefits
                                          ----------------------------------    ------------------------------
                                                     December 31                         December 31
                                            1999        1998        1997          1999      1998       1997
                                          ---------- ----------- -----------    --------- ---------- ---------
<S>                                        <C>          <C>         <C>           <C>       <C>       <C>
   Change in benefit obligation
   Benefit obligation at beginning of      $  (827)     $(700)      $(732)        $(206)    $(214)    $(218)
     year
   Service cost                                (42)       (34)        (41)          (11)      (12)      (12)
   Interest cost                               (55)       (50)        (52)          (14)      (15)      (16)
   Actuarial gain (loss)                       163        (79)        101            (3)       20        19
   Curtailment adjustment                        -          -           7             -         -         -
   Benefits paid                                29         36          17             6        15        13
                                          ========== =========== ===========    ========= ========== =========
   Benefit obligation at end of year       $  (732)     $(827)      $(700)        $(228)    $(206)    $(214)
                                          ========== =========== ===========    ========= ========== =========

   Change in plan assets
   Fair value of plan assets at
     beginning of year                     $   993      $ 980       $ 841         $ 326     $ 300     $ 247
   Actual return on plan assets                 90         23         130             5        15        41
   Employer contribution                         6         26          26            21        26        25
   Benefits paid                               (29)       (36)        (17)           (6)      (15)      (13)
                                          ---------- ----------- -----------    --------- ---------- ---------
   Fair value of plan assets at end of      $1,060      $ 993       $ 980         $ 346     $ 326     $ 300
     year
                                          ========== =========== ===========    ========= ========== =========

   Funded status                           $   328      $ 166       $ 280         $ 118     $ 120     $  86
   Unrecognized net actuarial gain            (216)       (38)       (182)          (46)      (71)      (53)
   Unrecognized prior service cost              11         12          14             -         -         -
   Unamortized transition obligation           (26)       (37)        (49)            4         8        12
     (asset)
                                          ========== =========== ===========    ========= ========== =========
   Prepaid benefit cost                    $    97      $ 103       $  63         $  76     $  57     $  45
                                          ========== =========== ===========    ========= ========== =========

   Weighted-average assumptions as of
   December 31
   Discount rate                            8.00%       6.75%       7.25%         8.00%      6.75%     7.25%
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




10. Employee and Agent Benefits (continued)

<TABLE>
<CAPTION>
                                                                                     Other Postretirement
                                                   Pension Benefits                         Benefits
                                          ----------------------------------    ------------------------------
                                                     December 31                         December 31
                                            1999        1998        1997          1999      1998       1997
                                          ---------- ----------- -----------    --------- ---------- ---------
<S>                                       <C>           <C>         <C>           <C>       <C>        <C>
  Components of net periodic benefit
  cost
   Service cost                           $     42      $  34       $  41         $  11     $  12      $  12
   Interest cost                                55         50          52            14        15         16
   Expected return on plan assets              (76)       (75)        (80)          (24)      (16)       (16)
   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            (2)       (1)         -
                                          ---------- ----------- -----------    --------- ---------- ---------
   Net periodic benefit cost (income)     $     11      $  (9)     $    5        $    3     $  14      $  16
                                          ========== =========== ===========    ========= ========== =========
</TABLE>

For 1999,  1998 and 1997, the expected  long-term rates of return on plan assets
for  pension  benefits  were  approximately  5% in each of  these  years  (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% in each of the years 1999,  1998 and 1997. The assumed
rate of  increase  in  future  compensation  levels  varies  by age for both the
qualified and non-qualified pension plans.

For 1999,  1998 and 1997, the expected  long-term rates of return on plan assets
for other post-retirement  benefits were approximately 5% in each of these years
(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  8.0%,  8.1% and 8.2% for 1999,  1998 and 1997,
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 14.1% in 1999 and declines to an
ultimate  rate of 6% in 2009.  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):

<TABLE>
<CAPTION>
                                                                1-Percentage-Point     1-Percentage-Point
                                                                     Increase               Decrease
                                                               ---------------------- ---------------------
<S>                                                                    <C>                  <C>
   Effect on total of service and interest cost components
                                                                       $  8                 $  (6)
   Effect on accumulated postretirement benefit obligation
                                                                         41                   (33)
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




10. Employee and Agent Benefits (continued)

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 1999 and 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. 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 both 1999 and
1998, and $15 million in 1997 to these defined contribution plans.


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  $357  million in 1999,  $362
million in 1998 and $344 million in 1997. At December 31, 1999,  future  minimum
annual rental  commitments  under these  noncancelable  operating  leases are as
follows (in millions):

<TABLE>
<CAPTION>
                                                        Held for Sale     Held for        Total Rental
                                                                         Investment        Commitments
                                                        ---------------------------------------------------

<S>                                                        <C>             <C>                <C>
   2000                                                    $  96           $   150            $   246
   2001                                                       87               137                224
   2002                                                       67               127                194
   2003                                                       53               117                170
   2004                                                       41               105                146
   Thereafter                                                180               796                976
                                                        ===================================================
   Total future minimum lease receipts                      $524            $1,432             $1,956
                                                        ===================================================
</TABLE>


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 $73 million in 1999, $60
million in 1998 and $84 million in 1997.  At December 31, 1999,  future  minimum
annual rental  commitments  under these  noncancelable  operating  leases are as
follows (in millions):




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




11. Other Commitments and Contingencies (continued)

<TABLE>
<S>                                                                                               <C>
   2000                                                                                           $  43
   2001                                                                                              32
   2002                                                                                              23
   2003                                                                                              16
   2004                                                                                               9
   Thereafter                                                                                         9
                                                                                                -----------
                                                                                                    132
   Less future sublease rental income on these noncancelable leases                                   3
                                                                                                ===========
   Total future minimum lease payments                                                             $129
                                                                                                ===========
</TABLE>

The Company is a plaintiff or defendant in actions  arising out of its insurance
business  and  investment  operations.  The Company is, from time to time,  also
involved  in various  governmental  and  administrative  proceedings.  While the
outcome of any pending or future litigation cannot be predicted, management does
not believe that any pending  litigation will have a material  adverse effect on
the Company's business,  financial condition or results of operations.  However,
no  assurances  can be given  that  such  litigation  would not  materially  and
adversely  affect the  Company's  business,  financial  condition  or results of
operations.

Other companies in the life insurance industry have historically been subject to
substantial  litigation  resulting from claims disputes and other matters.  Most
recently,  such companies have faced extensive  claims,  including  class-action
lawsuits,   alleging   improper  life  insurance  sales  practices.   Negotiated
settlements of such class-action  lawsuits have had a material adverse effect on
the business,  financial condition and results of operations of certain of these
companies.  The Company is currently a defendant in two  purported  class-action
lawsuits  which allege  improper life  insurance  sales  practices.  The Company
believes  the claims are without  merit and intends to  vigorously  contest such
suits. However, there can be no assurance that such sales practice litigation or
any future  similar  litigation  will not have a material  adverse effect on the
Company's business, financial condition or results of operations.

The Company is also subject to insurance guaranty laws in the states in which it
writes business.  These laws provide for assessments against insurance companies
for the benefit of  policyholders  and  claimants in the event of  insolvency of
other insurance companies.  The assessments may be partially recovered through a
reduction in future  premium  taxes in some states.  The Company  believes  such
assessments  in excess  of  amounts  accrued  would not  materially  affect  its
financial condition or results of operations.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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 policyholder 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
excluding  equity  investments in  subsidiaries,  cash and cash  equivalents and
accrued  investment  income  in  the  accompanying  consolidated  statements  of
financial position approximate their carrying amounts.

Mortgage  servicing  rights  represent the present value of estimated future net
revenues  from  contractually  specified  servicing  fees.  The fair  value  was
estimated with a valuation  model using current  prepayment  speeds and a market
discount rate.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




12. Fair Value of Financial Instruments (continued)

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  policyholder  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, 1999 and 1998, are as follows (in millions):

<TABLE>
<CAPTION>
                                                             1999                         1998
                                                  ---------------------------  ----------------------------
                                                     Carrying       Fair         Carrying        Fair
                                                      Amount        Value         Amount         Value
                                                  ---------------------------  ----------------------------
<S>                                                   <C>           <C>            <C>          <C>
   Assets (liabilities)

   Fixed maturities (see Note 3)                      $21,660       $21,660        $21,006      $21,006
   Equity securities (see Note 3)                         864           864          1,102        1,102
   Mortgage loans                                      12,296        12,155         12,091       12,711
   Policy loans                                            28            28             25           25
   Other investments                                      465           465            198          198
   Cash and cash equivalents                              362           362            461          461
   Accrued investment income                              408           408            375          375
   Financial instruments included in Closed
     Block (see Note 5)                                 3,658         3,649          3,587        3,652
   Mortgage servicing rights                            1,081         1,288            778          821
   Investment-type insurance contracts                (23,563)      (23,068)       (22,127)     (21,606)
   Short-term debt                                          -             -           (200)        (200)
   Long-term debt                                         834           790           (671)        (708)
</TABLE>




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




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 upon formal adoption by
Iowa regulatory  authorities.  If adopted as proposed effective January 1, 2001,
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, 1999, the Company meets the RBC requirements.

Under Iowa law,  the  Company  may pay  dividends  only from the earned  surplus
arising  from its  business  and must  receive  the prior  approval  of the Iowa
Commissioner to pay a dividend if such a dividend would exceed certain statutory
limitations.  The  current  statutory  limitation  is the  greater of 10% of the
Company's policyholder surplus as of the preceding year end or the net gain from
operations  from the previous  calendar year.  Based on this limitation and 1999
statutory results, the Company could pay approximately $539 million in dividends
in 2000  without  exceeding  the  statutory  limitation.  In 1999,  the  Company
notified the Iowa  Commissioner in advance of all dividend payments and received
approval for an extraordinary  dividend of $250 million. Total dividends paid to
its parent  company in 1999 were $509 million.  Dividends were composed of cash,
other assets and the net assets of the Company's  subsidiary,  Princor Financial
Services  Corporation.  The distribution of the Company's  investment in Princor
Financial Services  Corporation was recorded at fair market value of $77 million
and resulted in a gain of $56 million for a subsidiary of the Company.




                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




13. Statutory Insurance Financial Information (continued)

The  following  summary  reconciles  the assets and equity at December 31, 1999,
1998 and 1997,  and net income for the years ended  December 31, 1999,  1998 and
1997, 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        Net
                                                                     Assets         Equity          Income
                                                                  ------------------------------------------
                                                                  ------------------------------------------
<S>                                                                  <C>           <C>               <C>
   December 31, 1999
   As reported in accordance with statutory accounting practices
     - unconsolidated                                                $76,018       $3,152            $714
   Additions (deductions):
     Unrealized loss on fixed maturities available-for-sale             (357)        (357)              -
     Other investment adjustments                                      2,088          995              10
     Adjustments to insurance reserves and dividends                    (125)        (236)             15
     Deferral of policy acquisition costs                              1,409        1,409              68
     Surplus note reclassification as debt                                 -         (298)              -
     Provision for deferred federal income taxes and other tax
       reclassifications                                                   -           33              18
     Other - net                                                         277          253             (15)
                                                                  ------------------------------------------
   As reported in these consolidated GAAP financial statements       $79,310       $4,951            $810
                                                                  ==========================================

   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
                                                                  ==========================================
</TABLE>



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




14. Non-domestic Operations

The Company's non-U.S.  operations offer a variety of asset management and asset
accumulation products and services for businesses,  groups and individuals, with
a focus on retirement savings.

The  change  in net  foreign  currency  translation  reflects  decreases  of $31
million,  $18 million and $2 million for the years ended December 31, 1999, 1998
and 1997, respectively.  Aggregate foreign exchange transaction gains and losses
were not material for the years ended  December 31, 1999,  1998 and 1997.  Total
revenues by geographic region are as follows (in millions):

<TABLE>
<CAPTION>
                                                                          Year ended December 31
                                                                    1999          1998          1997
                                                                ------------------------------------------

<S>                                                                 <C>            <C>           <C>
   Domestic (United States)                                         $7,252         $7,449        $8,547
   Non-domestic                                                        272            237           115
                                                                ------------------------------------------
   Total revenues                                                   $7,524         $7,686        $8,662
                                                                ==========================================
</TABLE>

Total assets by geographic region are as follows (in millions):

<TABLE>
<CAPTION>
                                                                                      December 31
                                                                                  1999           1998
                                                                              -----------------------------

<S>                                                                                <C>          <C>
   Domestic (United States)                                                        $77,856      $72,704
   Non-domestic                                                                      1,454        1,239
                                                                              =============================
   Total assets                                                                    $79,310      $73,943
                                                                              =============================
</TABLE>


15. Year 2000 (Unaudited)

As of January 31, 2000, virtually all of the Company's major technology systems,
processes,  and  infrastructure,  including  those  which  rely on  third  party
vendors,  appear to be  operating  smoothly  following  the rollover to the Year
2000.  The  Company  has  experienced  no  significant  interruptions  to normal
business  operations,  including  the  processing  of customer  account data and
transactions. The Company will continue its Year 2000 vigilance into early 2001.

The total cost for the project was  approximately  $24 million through  December
31, 1999, with the costs expensed as incurred.  Any additional costs to complete
activities related to internal processes,  external  relationships,  contingency
plans and to maintain Year 2000 readiness are not expected to be material.



<PAGE>



                        Principal Life Insurance Company

             Notes to Consolidated Financial Statements (continued)




15. Year 2000 (Unaudited) (continued)

Based on the performance of its major technology  systems to date, ongoing plans
to deal with external  relationships and contingency plans, the Company believes
that in the worst  case  scenario  it will  experience,  at most,  isolated  and
insignificant disruptions of business processes as a result of Year 2000 issues.
Such  disruptions  are not expected to have a material  effect on the  Company's
future results of operations, liquidity or financial condition.

                                    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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