LB VARIABLE INSURANCE ACCOUNT I, 485APOS, 1999-03-01

LB VARIABLE INSURANCE ACCOUNT I
485APOS, 1999-03-01

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Registration No. 33-72386
============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 8
TO
FORM S-6

REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

LB VARIABLE INSURANCE ACCOUNT I
(Exact Name Of Registrant)

LUTHERAN BROTHERHOOD
(Name of Depositor)

625 Fourth Avenue South, Minneapolis, Minnesota 55415
(Address of Depositor's Principal Executive Offices) (Zip Code)

Depositor's Telephone Number, including Area Code: (612) 340-7215

David J. Larson
Senior Vice President, Secretary and General Counsel
Lutheran Brotherhood
625 Fourth Avenue South
Minneapolis, Minnesota 55415
(Name and Address of Agent for Service)

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

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on (date) pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[X] on May 1, 1999 pursuant to paragraph (a)(1) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

============================================================================

<PAGE>
LB VARIABLE INSURANCE ACCOUNT I

CROSS REFERENCE SHEET
(Reconciliation and Tie Sheet)

Item Number of
Form N-8B-2 Heading in the Prospectus
- -------------- -------------------------

1 Cover Page
2 Cover Page
3 Not Applicable
4 Sales and Other Agreements
5 The Variable Account
6 The Variable Account
7 Not Applicable
8 Not Applicable
9 Legal Proceedings
10 Summary; Contract Benefits; Payment and Allocation
of Premiums; Death Benefit Guarantee; Contract
Rights; General Provisions; Voting Rights
11 Summary; LB Series Fund, Inc.
12 LB Series Fund, Inc.; Sales and Other Agreements
13 Summary; Charges and Deductions; LB Series Fund,
Inc.
14 Lutheran Brotherhood and the Variable Account;
Issuance of a Contract; General Provisions
15 Payment and Allocation of Premiums
16 Lutheran Brotherhood and the Variable Account;
Payment and Allocation of Premiums
17 Summary; LB Series Fund, Inc.; Contract Benefits;
Charges and Deductions; Contract Rights; General
Provisions
18 Lutheran Brotherhood and the Variable Account;
Contract Benefits; Payment and Allocation of
Premiums; Contract Rights; Safekeeping of the
Variable Account's Assets
19 General Provisions; Voting Rights
20 Not Applicable
21 Loan Privileges
22 Not Applicable
23 Safekeeping of the Variable Account's Assets; Sales
and Other Agreements
24 Definitions; General Provisions
25 Lutheran Brotherhood and the Variable Account
26 Not Applicable
27 Lutheran Brotherhood and the Variable Account
28 Lutheran Brotherhood and the Variable Account;
Directors and Officers of LB
29 Lutheran Brotherhood and the Variable Account
30 Not Applicable
31 Not Applicable
32 Not Applicable
33 Not Applicable
34 Not Applicable
35 Sales and Other Agreements
36 Not Applicable
37 Not Applicable
38 Summary; Sales and Other Agreements
39 Summary; Sales and Other Agreements
40 Not Applicable
41 Summary; Sales and Other Agreements
42 Not Applicable
43 Not Applicable
44 Summary; Lutheran Brotherhood and the Variable
Account; Accumulated Value and Cash Surrender
Value; Payment and Allocation of Premiums;
Charges and Deductions; Employment-Related
Benefit Plans
45 Not Applicable
46 Summary; LB Series Fund, Inc.; Charges and
Deductions
47 Lutheran Brotherhood and the Variable Account;
Payment and Allocation of Premiums
48 Not Applicable
49 Not Applicable
50 Lutheran Brotherhood and the Variable Account
51 Cover Page; Summary; Lutheran Brotherhood; Contract
Benefits; Payment and Allocation of Premiums;
Charges and Deductions; Contract Rights; General
Provisions
52 Addition, Deletion or Substitution of Investments
53 Federal Tax Matters
54 Not Applicable
55 Not Applicable
56 Not Applicable
57 Not Applicable
58 Not Applicable
59 Financial Statements

<PAGE>
FLEXIBLE PREMIUM
VARIABLE LIFE INSURANCE CONTRACT
Issued By
LUTHERAN BROTHERHOOD

625 Fourth Avenue South * Minneapolis, Minnesota 55415
(800) 990-6290 * (612) 340-7210

This Prospectus describes a variable life insurance contract (the
"Contract") offered by Lutheran Brotherhood ("LB", "we" or "us"), a
fraternal benefit society organized under the laws of the state of
Minnesota. We offer the Contract only to persons who are eligible for
membership in Lutheran Brotherhood.

We designed this Contract to provide maximum flexibility in connection with
premium payments and death benefits by giving the Contract owner ("you") the
opportunity to allocate net premiums among investment alternatives with
different investment objectives. You may, subject to certain restrictions,
vary the frequency and amount of premium payments and increase or decrease
the level of death benefits payable under the Contract. This flexibility
allows you to provide for changing insurance needs under a single insurance
contract.

In general, we will allocate net premiums to one or more of the Subaccounts
of LB Variable Insurance Account I (the "Variable Account") according to
your instructions. The assets of each Subaccount will be invested solely in
a corresponding Portfolio of LB Series Fund, Inc. (the "Fund"), which is a
diversified, open-end management investment company (commonly known as a
"mutual fund").

The accompanying Prospectus for the Fund describes the investment objectives
and attendant risks of the seven Portfolios of the Fund -- the Growth
Portfolio, the High Yield Portfolio, the Income Portfolio, the Opportunity
Growth Portfolio, the Mid Cap Growth Portfolio, the World Growth Portfolio,
and the Money Market Portfolio. You bear the entire investment risk for all
amounts allocated to the Variable Account; no minimum Accumulated Value is
guaranteed.

The Contracts have not been approved or disapproved by the Securities and
Exchange Commission ("SEC"). Neither the SEC or any state has determined
whether this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

This Prospectus should be read and kept for future reference. It is valid
only when accompanied or preceded by the current prospectus of LB Series
Fund, Inc.

The date of this Prospectus is May 1, 1999.

<PAGE>
SPECIAL NOTICE

Because the charges imposed upon early surrender or lapse may be
significant, you should purchase a Contract only if you have the financial
capability to keep it in force for a substantial period of time. Also,
charges imposed upon surrender or lapse of the Contract will usually exceed
the Accumulated Value of the Contract during the early Contract years, which
means that payments sufficient to maintain the Death Benefit Guarantee will
usually be required to avoid lapse during this period of time. Moreover,
because additional charges may be imposed upon surrender or lapse after a
requested increase in Face Amount, the Death Benefit Guarantee may be
required to avoid lapse after a requested increase whenever the Accumulated
Value is not sufficient to cover these additional charges.

Replacing existing insurance with a Contract described in this Prospectus
may not be to your advantage. In addition, it may not be to your advantage
to purchase this Contract to obtain additional insurance protection if you
already own another life insurance contract.

UNAUTHORIZED STATEMENTS

This Prospectus does not constitute an offering or solicitation in any
jurisdiction in which such offering or solicitation may not be lawfully
made. No person is authorized to give any information or to make any
representations in connection with this offering other than those contained
in this Prospectus or the accompanying Fund prospectus and, if given or
made, such information or representations must not be relied upon as having
been authorized.

This entire Prospectus should be read to completely understand the Contract
being offered.

<PAGE>
TABLE OF CONTENTS
Page
SUMMARY
The Contract
Subaccounts of the Variable Account; Portfolios of the Fund
Death Proceeds and Death Benefit Options
Additional Insurance Benefits
Amount of Accumulated Value and Cash Surrender Value
Flexibility to Adjust Amount of Death Benefit
Contract Issuance
Allocation of Net Premiums
Contract Lapse and Reinstatement
Death Benefit Guarantee Protection
Charges Assessed in Connection with the Contract
Free Look Privileges
Loan Privileges
Exchange Privileges
Surrender of the Contract
Tax Treatment of Accumulated Value
Tax Treatment of Death Benefits Received by the Beneficiary
Employment-Related Benefit Plans
LUTHERAN BROTHERHOOD AND THE VARIABLE ACCOUNT
Lutheran Brotherhood
The Variable Account
LB Series Fund, Inc.
Performance Information
Addition, Deletion or Substitution of Investments
CONTRACT BENEFITS
Death Benefits
Accumulated Value and Cash Surrender Value
Payment of Contract Benefits
PAYMENT AND ALLOCATION OF PREMIUMS
Issuance of a Contract
Amount and Timing of Premiums
Allocation of Premiums and Accumulated Value
Contract Lapse and Reinstatement
CHARGES AND DEDUCTIONS
Premium Expense Charges
Accumulated Value Charges
Decrease Charge
Monthly Deduction
Partial Surrender Charge
Charges Against the Variable Account
DEATH BENEFIT GUARANTEE
CONTRACT RIGHTS
Loan Privileges
Surrender Privileges
Free Look Privileges
Exchange Privileges
GENERAL PROVISIONS
Postponement of Payments
Date of Receipt
The Contract
Suicide
Incontestability
Change of Owner or Beneficiary
Assignment as Collateral
Misstatement of Age or Gender
Due Proof of Death
Reports to Contract Owners
Additional Insurance Benefits
Charitability for Life
Accelerated Benefits Rider
Reservation of Certain Rights
FEDERAL TAX MATTERS
Contract Proceeds
LB's Tax Status
EMPLOYMENT-RELATED BENEFIT PLANS
VOTING RIGHTS
OUR DIRECTORS AND OFFICERS
Directors
Executive Officers
SALES AND OTHER AGREEMENTS
YEAR 2000
LEGAL PROCEEDINGS
LEGAL MATTERS
EXPERTS
FURTHER INFORMATION
FINANCIAL STATEMENTS
APPENDIX A - Definitions A-1
APPENDIX B - Illustrations of Death Benefits, Accumulated
Values and Cash Surrender Values B-1
APPENDIX C - Deferred Administrative Charges Per
$1,000 of Face Amount C-1
APPENDIX D - Initial Monthly Administrative Charges Per
$1,000 of Face Amount D-1
APPENDIX E - Prior Contracts E-1

PRIOR CONTRACTS

Prior to May 1, 1997, LB issued a class of flexible premium variable
contract ("prior contract" or "VUL 1" contracts), which will no longer be
issued as various states approve the Contract. The VUL 1 contracts were
sold from February 1994 until at least May 1, 1997, and until various states
approve the Contract. Your LB representative will be able to inform you
whether the Contract has become available after May 1, 1997. Even though
the VUL 1 contracts will no longer be issued, premium payments are still
made under the VUL 1 contracts. This prospectus principally describes the
Contract but also describes the VUL 1 contracts. The principal differences
between the Contract and the VUL 1 contracts relate to the charges made by
LB, different premium classes, issue ages and maturity ages, and different
ranges of face amounts. See the section entitled "APPENDIX E - PRIOR
CONTRACTS" in the Prospectus.

<PAGE>
SUMMARY

Text box reads:
Please refer to Appendix A at the end of this Prospectus for definitions of
technical terms used herein.

The Contract

This flexible premium variable life insurance contract (the "Contract")
allows you, subject to certain limitations, to make premium payments in any
amount up to the Insured's Attained Age 100 and at any frequency. As long as
the Contract remains in force, it will provide for

1. life insurance coverage on the named Insured;

2. an Accumulated Value;

3. surrender rights and Contract loan privileges; and

4. a variety of additional insurance benefits.

We offer the Contract to provide protection against economic loss when the
Insured dies, and not primarily as an investment.

Text box reads:
The Contract provides for flexible premiums and variable benefits.

The Contract is called "flexible premium" because, unlike many other
insurance contracts, there is no fixed schedule for premium payments. See
"PAYMENT AND ALLOCATION OF PREMIUMS--Amount and Timing of Premiums". The
Contract is called "variable" because, unlike a conventional fixed-benefit
whole life insurance contract, the Death Benefit under the Contract may, and
the Accumulated Value and the Cash Surrender Value will, vary to reflect the
investment performance of the selected Subaccounts of the Variable Account,
as well as other factors. See "CONTRACT BENEFITS".

Your failure to pay Scheduled Premiums will not itself cause the Contract to
lapse. Conversely, your payment of premiums in any amount or frequency
(including Scheduled Premiums) will not necessarily guarantee that the
Contract will remain in force, except to the extent these premium payments
are sufficient to maintain the Death Benefit Guarantee. See "DEATH BENEFIT
GUARANTEE". In general, subject to the Death Benefit Guarantee, the Contract
will lapse when

(a) Cash Surrender Value is insufficient to pay the Monthly Deduction (for
insurance and administration charges) or

(b) Contract Debt exceeds Accumulated Value less any Decrease Charge,

and in either case if a grace period expires without sufficient additional
payments. See "PAYMENT AND ALLOCATION OF PREMIUMS--Contract Lapse and
Reinstatement".

We will require satisfactory evidence of insurability before issuing any
Contract.

We offer the Contract only to Insureds who are eligible for membership in
Lutheran Brotherhood.

Subaccounts of the Variable Account; Portfolios of the Fund

You allocate the Net Premium payments to one or more of the seven
Subaccounts of the LB Variable Insurance Account I --

* the Growth Subaccount,
* the High Yield Subaccount,
* the Income Subaccount,
* the Opportunity Growth Subaccount,
* the Mid Cap Growth Subaccount,
* the World Growth Subaccount, and
* the Money Market Subaccount.

The assets of each such Subaccount will be invested in the corresponding
Portfolio of the Fund. Subject to certain restrictions, you may transfer
amounts among the Subaccounts of the Variable Account (see "PAYMENT AND
ALLOCATION OF PREMIUMS--Allocation of Premiums and Accumulated Value").

The investment objectives of the Portfolios of the Fund (individually a
"Portfolio" and collectively the "Portfolios") are:

Text box reads:
Premiums maybe invested in one or more of seven Portfolios of LB Series
Fund, Inc.

GROWTH PORTFOLIO. To achieve long-term growth of capital through investment
primarily in common stocks of established corporations that appear to offer
attractive prospects of a high total return from dividends and capital
appreciation.

HIGH YIELD PORTFOLIO. To achieve a higher level of income through a
diversified portfolio of high yield securities ("junk bonds") which involve
greater risks than higher quality investments, while also considering growth
of capital as a secondary objective.

INCOME PORTFOLIO. To achieve a high level of income over the longer term
while providing reasonable safety of capital through investment primarily in
readily marketable intermediate and long-term fixed income securities.

OPPORTUNITY GROWTH PORTFOLIO. To achieve long term growth of capital by
investing primarily in a professionally managed diversified portfolio of
smaller capitalization common stocks.

MID CAP GROWTH PORTFOLIO. To achieve long term growth of capital by
investing primarily in a professionally managed diversified portfolio of
common stocks of companies with medium market capitalizations.

WORLD GROWTH PORTFOLIO. To achieve long-term growth of capital by investing
primarily in a professionally managed diversified portfolio of common stocks
of established, non-U.S. companies.

MONEY MARKET PORTFOLIO. To achieve the maximum current income that is
consistent with stability of capital and maintenance of liquidity through
investment in high-quality, short-term debt obligations.

No assurance can be given that the Portfolios of the Fund will achieve their
respective investment objectives.

The Fund is a diversified, open-end management investment company (commonly
called a "mutual fund"), for which we act as investment adviser. We are paid
a daily fee by the Fund for its investment management services equal to an
annual rate of .40% of the aggregate average daily net assets of all
Portfolios except the World Growth Portfolio. We receive a daily investment
advisory fee from the Fund equal to .85% of the aggregate average daily net
assets of the World Growth Portfolio, as described in the accompanying
current prospectus for the Fund. See "LUTHERAN BROTHERHOOD AND THE VARIABLE
ACCOUNT--LB Series Fund, Inc."

The accompanying prospectus of the Fund contains detailed information about
the Fund, its Portfolios, the investment advisory arrangement, and other
matters relating to the Fund and its investment objectives and policies.

Death Proceeds and Death Benefit Options

As long as the Contract remains in force, we will pay the death proceeds to
the Beneficiary upon receipt of due proof of death of the Insured. If the
Insured dies before age 100, the proceeds from the Contract will consist of
the Contract's Death Benefit, plus any insurance proceeds provided by
additional insurance benefits on the Insured's life, less any outstanding
Debt and any unpaid Monthly Deductions. If the Insured dies at or after age
100, the amount payable will be the Cash Surrender Value on the date of
death. See "CONTRACT BENEFITS--Death Benefits" and "GENERAL PROVISIONS--
Additional Insurance Benefits".

Text box reads:
There are two death benefit options if the insured dies before age 100.

There are two Death Benefit Options. Death Benefit Option A provides for the
greater of (a) the Face Amount plus the Accumulated Value and (b) the
applicable percentage of Accumulated Value (with Accumulated Value in each
case being determined on the Valuation Date on or next following the
Insured's date of death). Death Benefit Option B provides for the greater of
(a) the Face Amount and (b) the applicable percentage of Accumulated Value
on the Valuation Date on or next following the date of the Insured's death.
As long as the Contract remains in force, the Death Benefit will not be less
that the Contract's Face Amount in force.

Additional Insurance Benefits

Additional insurance benefits offered under the Contract include:

* waiver of selected amount in the event of total disability;

* additional insurance coverage for accidental death;

* term insurance on the Insured's spouse;

* term insurance on the Insured's children;

* a right to increase the Face Amount of the Contract on certain
specified dates or life events without proof of insurability; and

* a cost of living insurance adjustment without proof of insurability.

See "GENERAL PROVISIONS--Additional Insurance Benefits". The cost of these
additional insurance benefits will be deducted from the Accumulated Value as
part of the Monthly Deduction. See "CHARGES AND DEDUCTIONS--Accumulated
Value Charges--Monthly Deduction".

CHARITABILITY FOR LIFE (SM) is a benefit that enables Contract Owners to
increase their charitable gifts to Lutheran charitable organizations and
congregations. Charitability for Life is available for no additional premium
whenever a Contract Owner has designated a Lutheran charitable organization
or congregation as a beneficiary for at least $1,000 of Death Benefit on his
or her Contract. See "GENERAL PROVISIONS -- Charitability for Life."

Under certain circumstances, an Accelerated Benefits Rider allows a Contract
Owner residing in a state that has approved such rider to receive benefits
from the Contract that would be otherwise payable upon the death of the
Insured. See "GENERAL PROVISIONS--Accelerated Benefits Rider". The tax
treatment of benefits paid under the Accelerated Benefits Rider is currently
uncertain. See "FEDERAL TAX MATTERS--Contract Proceeds--Benefits Paid under
the Accelerated Benefits Rider".

Amount of Accumulated Value and Cash Surrender Value

The Accumulated Value of the Contract is the total amount of the value held
under the Contract at any time. It equals the sum of the amounts held in the
Loan Account and the Variable Account. The Contract's Accumulated Value in
the Variable Account will reflect

* the investment performance of the chosen Subaccounts of the Variable
Account,

* any Net Premiums paid,

* any partial surrenders,

* any loans,

* any loan repayments,

* any loan interest paid or credited, and

* any charges assessed in connection with the Contract (including any
Decrease Charge previously imposed upon a requested decrease in Face
Amount).

Text box reads:
The Accumulated Value is equal to the amounts held in the Loan Account and
the Variable Account.

The Contract Owner bears the entire investment risk for amounts allocated to
the Variable Account. LB does not guarantee a minimum Accumulated Value. See
"CONTRACT BENEFITS--Accumulated Value and Cash Surrender Value".

The Accumulated Value is relevant to

* continuation of the Contract,

* the Cash Surrender Value (which determines various other rights
under the Contract),

* determining the amount available for Contract loans, and

* computation of cost of insurance charges, and

* may be relevant to the computation of Death Benefits.

The Contract's Cash Surrender Value will be the Accumulated Value less any
Contract Debt and any Decrease Charge. The Cash Surrender Value is relevant
to continuation of the Contract and to determining the amount available upon
partial or total surrender of the Contract.

Flexibility to Adjust Amount of Death Benefit

You have significant flexibility to adjust the Death Benefit by increasing
or decreasing the Face Amount of the Contract. Any change in the Face Amount
may affect the charges under the Contract. Any increase in the Face Amount
will result in an increase in the Monthly Deduction, and any requested
increase in Face Amount will also increase the Decrease Charge, which is
imposed upon lapse or surrender of the Contract or in part upon a requested
decrease in Face Amount. For any requested decrease in Face Amount, that
part of the Decrease Charge reflecting the decrease will reduce the
Accumulated Value attributable to the Contract, and the Decrease Charge will
be reduced by this amount. See "CONTRACT BENEFITS--Death Benefits--Changes
in Face Amount".

Text box reads:
You may increase or decrease the face amount of your Contract.

The minimum requested increase in Face Amount is $25,000. Any requested
increase may require additional evidence of insurability. See "CONTRACT
BENEFITS--Death Benefits--Changes in Face Amount". Any requested increase in
Face Amount is subject to a limited "free look" privilege (see "CONTRACT
RIGHTS--Free Look Privileges"), and, during the first 24 months following
the increase, to an exchange privilege (see "CONTRACT RIGHTS--Exchange
Privileges").

Any requested decrease in Face Amount cannot result in a Face Amount less
than the Minimum Face Amount. The minimum Face Amount ("Minimum Face
Amount") at issue for a Contract is $50,000 for Insureds with an Attained
Age of 18 through 50, and $25,000 for all other Insureds. After issuance of
the Contract, the Minimum Face Amount at issue continues to apply to the
Contract, except that if a Contract has a Minimum Face Amount of $50,000 the
Minimum Face Amount will be reduced to $25,000 after an Insured reaches
Attained Age 51. We reserve the right to establish a different Minimum Face
Amount for Contracts issued in the future.

To the extent that a requested decrease in Face Amount would result in
cumulative premiums exceeding the maximum premium limitations applicable
under the Internal Revenue Code for life insurance, we will not effect the
decrease. See "PAYMENT AND ALLOCATION OF PREMIUMS--Amount and Timing of
Premiums--Premium Limitations".

Contract Issuance

If the applicant desires to have temporary insurance pending Contract
issuance, we will require a premium payment (the "Minimum Conditional
Insurance Premium") equal to three initial Death Benefit Guarantee Premiums,
or, in the case of automatic monthly payment plans, two initial Death
Benefit Guarantee Premiums. If we subsequently determine that the proposed
Insured is not an acceptable risk under our underwriting standards and
rules, even if the Minimum Conditional Insurance Premium has been paid, no
temporary insurance coverage will have been provided and any premium paid
will be refunded (without interest).

Upon delivery of the Contract, you must pay the balance (if any) of the
premium required before issuance of the Contract (the "Minimum Contract
Issuance Premium"). The Minimum Contract Issuance Premium will equal the
initial Scheduled Premium you select (e.g., the quarterly, semi-annual or
annual premium payment you select), or, in the case of automatic monthly
payment plans, the greater of the Minimum Conditional Insurance Premium or
the initial Scheduled Premium. If the Date of Issue precedes the Contract
Date and the Minimum Contract Issuance Premium otherwise required would not
provide a premium payment sufficient to cover the next Contract Month, we
will require additional Scheduled Premium payment(s) sufficient to cover
through the next Contract Month. See "PAYMENT AND ALLOCATION OF PREMIUMS--
Amount and Timing of Premiums".

Until the Contract Date, premium payments will be held in our General
Account. If a Contract is issued, we will credit interest on the premium
payments at a rate of interest determined by us. No interest will be
credited if no Contract is issued (but the full amount of any premiums paid,
without deduction of any Contract charges, will be refunded). On the
Contract Date, we will deduct the Premium Expense Charges attributable to
the premiums paid. We will then transfer the balance of such premiums,
together with any interest credited, from the General Account to the
Variable Account and allocate that amount among the Subaccount(s) you have
selected. See "PAYMENT AND ALLOCATION OF PREMIUMS--Issuance of a Contract".

Text box reads:
Premiums are allocated to the Variable Account on the Contract Date.

Allocation of Net Premiums

Net Premiums are the premiums paid less the Premium Expense Charges. See
"CHARGES AND DEDUCTIONS--Premium Expense Charges". Generally, we will
allocate your Net Premiums to the Subaccount(s) of the Variable Account in
accordance with the your instructions (as specified in the Application for
the Contract or as subsequently changed). Each Subaccount invests in a
corresponding Portfolio of the Fund. You will bear the investment risk of
all amounts allocated to the Subaccount(s). Subject to certain restrictions,
you may transfer amounts among the Subaccounts. See "PAYMENT AND ALLOCATION
OF PREMIUMS--Allocation of Premiums and Accumulated Value".

You must notify us if payment is a premium payment; otherwise, it will be
considered a loan repayment.

Contract Lapse and Reinstatement

Your failure to make a Scheduled Premium payment will not itself cause a
Contract to lapse. Subject to the Death Benefit Guarantee (see "DEATH
BENEFIT GUARANTEE"), lapse will only occur when

(a) the Cash Surrender Value (that is, the Accumulated Value less any
Contract Debt and any Decrease Charge) is insufficient to cover
the Monthly Deduction or

(b) Contract Debt exceeds the Accumulated Value less any Decrease
Charge,

and in either case if a 61-day grace period expires without a sufficient
payment. See "PAYMENT AND ALLOCATION OF PREMIUMS--Contract Lapse and
Reinstatement".

Subject to certain conditions (including evidence of insurability
satisfactory to us and the payment of a sufficient premium), you may
reinstate a Contract at any time within 5 years after the expiration of the
grace period. See "PAYMENT AND ALLOCATION OF PREMIUMS--Contract Lapse and
Reinstatement".

Text box reads:
You may reinstate a lapsed Contract within five years.

Death Benefit Guarantee Protection

The Contract will not lapse if sufficient premium payments have been made to
maintain the Death Benefit Guarantee. In general, in order to maintain the
Death Benefit Guarantee, as of each Monthly Anniversary the total cumulative
premiums paid under the Contract, less any partial surrenders and Contract
Loan Amount must equal or exceed the sum of the Death Benefit Guarantee
Premiums in effect for each Monthly Anniversary since the issuance of the
Contract.

Text box reads:
You may avoid lapse by meeting the terms of the Death Benefit Guarantee.

If the Death Benefit Guarantee requirement is not met on a Monthly
Anniversary but the Cash Surrender Value less any unearned prepaid loan
interest is greater than or equal to the sum of Death Benefit Guarantee
Premiums from the Date of Issue through that Monthly Anniversary, then the
sum of premiums paid as used above will be deemed to increase through that
date to the amount necessary to meet the Death Benefit Guarantee
requirement. In addition, a portion of any partial surrender or Contract
Loan Amount may be excluded when determining if the Death Benefit Guarantee
requirement is met.

The Death Benefit Guarantee applies until the specified Attained Age of the
Insured shown in the Contract, which Attained Age will be the later of

(a) the Insured's Attained Age 71 and

(b) the Attained Age of the Insured at the end of a period ranging
from 8 to 34 years (varying with the Insured's Attained Age at
issue) from the Date of Issue.

The Death Benefit Guarantee terminates immediately as of any Monthly
Anniversary when these cumulative premium requirements are not satisfied.

We will send written notice to you indicating that the Death Benefit
Guarantee has terminated, and you will have 31 days from the date such
notice is sent by us to reinstate the Death Benefit Guarantee. After that,
the Death Benefit Guarantee can never be reinstated. During this 31 day
reinstatement period, you will not have the protection of the Death Benefit
Guarantee. The written notice of termination from us to you will indicate
the premium payment required to reinstate the Death Benefit Guarantee. See
"DEATH BENEFIT GUARANTEE".

Whenever the Monthly Deduction to be made would result in a Cash Surrender
Value less than zero, we will use any excess of Accumulated Value over the
Contract Debt to pay the Monthly Deduction. If the available Accumulated
Value is less than the Monthly Deduction then due and the Death Benefit
Guarantee is in effect, we will pay the deficiency.

The Death Benefit Guarantee provides significant protection against lapse of
the Contract. First, the Death Benefit Guarantee can prevent lapse of the
Contract due to a decrease in Cash Surrender Value resulting from poor
investment performance. Also, the Death Benefit Guarantee will probably be
necessary to avoid lapse of the Contract during the early Contract Years
because the Cash Surrender Value will probably not be sufficient to cover
the Monthly Deduction. Finally, because the Decrease Charge will increase
after a requested increase in Face Amount, thereby reducing the Cash
Surrender Value, the Death Benefit Guarantee may also be necessary to avoid
lapse after a requested increase in Face Amount. See "DEATH BENEFIT
GUARANTEE".

Charges Assessed in Connection with the Contract

Premium Expense Charges. We will deduct certain charges (the "Premium
Expense Charges") from each premium payment. The Premium Expense Charges
will consist of a percent-of-premium charge of 5% of each premium payment (a
5% sales charge) and a premium processing charge of $1.00 per premium
payment ($.50 for automatic payment plans). We reserve the right to increase
the premium processing charge in the future to an amount not exceeding $2.00
per premium payment ($1.00 for automatic payment plans).

Text box reads:
We deduct a 5% sales charge and a $1.00 processing charge from each premium.

Monthly Deduction. On the Contract Date and on each Monthly Anniversary
thereafter, we will reduce the Accumulated Value by a Monthly Deduction
equal to the sum of

* the monthly cost of insurance charge,

* the monthly administration charges, and

* a charge for any additional insurance benefits added by rider.

We will determine the monthly cost of insurance charge by multiplying the
net amount at risk (that is, in general, the Death Benefit less Accumulated
Value) by the applicable cost of insurance rate(s). Those rates will depend
upon the gender, Attained Age and premium class of the Insured and upon our
expectation as to future mortality experience. The rates will not exceed the
guaranteed cost of insurance rates set forth in the Contract based on the
Insured's Attained Age and the 1980 Commissioners Standard Ordinary
Mortality Table. See "CHARGES AND DEDUCTIONS--Accumulated Value Charges--
Monthly Deduction".

Text box reads:
We deduct the cost of insurance monthly.

The monthly administration charges will include (1) a basic monthly
administrative charge equal to $10.00 per month and (2) the Initial Monthly
Charge, which applies until 180 Monthly Deductions have been made following
Contract issuance or a requested increase in Face Amount. The Initial
Monthly Charge will be computed as a charge per $1,000 of Face Amount, the
amount of the charge depending upon

* the initial Face Amount,

* the Insured's Attained Age at issue and,

* except for Insureds with an Attained Age at Contract issuance under
18, upon the Insured's gender and whether the Insured is a tobacco
user or not.

Text box reads:
We deduct certain administrative charges monthly.

If the Face Amount is increased, a separate Initial Monthly Charge for
Increases will be deducted from Accumulated Value as part of the first 180
Monthly Deductions after the increase. See "CHARGES AND DEDUCTIONS--
Accumulated Value Charges--Monthly Deduction--Monthly Administration
Charge".

Text box reads:
An increase in face amount will increase the monthly deduction.

The charge for additional insurance benefits added by rider will be
specified in the Contract or in a supplement to the Contract. See "GENERAL
PROVISIONS--Additional Insurance Benefits".

The cost of insurance rate and the Initial Monthly Charge per $1,000 of Face
Amount will be lower for Contracts having a Face Amount at issuance or after
requested increases that equal or exceed the following amounts: $500,000-
$999,999; and $1,000,000.

Montana has enacted legislation that requires that cost of insurance rates
and other charges applicable to Contracts purchased in Montana not vary on
the basis of the Insured's gender, and so, in Montana, this charge will not
be based on the gender of the Insured.

Decrease Charge. We will deduct a deferred charge (the "Decrease Charge")
upon Contract lapse or surrender, or in part upon a requested decrease in
Face Amount, if these events occur before 180 Monthly Deductions have been
made (that is, approximately 15 years) following Contract issuance or a
requested increase in Face Amount. The Decrease Charge consists of a
contingent deferred sales charge (the "Contingent Deferred Sales Charge")
and a deferred administrative charge (the "Deferred Administrative Charge").

Text box reads:
We deduct a decrease charge upon certain surrenders, lapses or face amount
decreases.

The term "Decrease Charge" is used to describe this charge because, during
the applicable 15-year period, the charge is imposed in connection with a
decrease in the Face Amount, either as the result of a requested decrease in
Face Amount or as the result of lapse or full surrender of the Contract
(which can be viewed as a decrease in the Face Amount to zero).

We will deduct the Decrease Charge from the Accumulated Value in determining
the Contract's Cash Surrender Value (which is the Accumulated Value less any
Contract Debt and any Decrease Charge). The Cash Surrender Value determines
various rights under the Contract (including how long the Contract remains
in effect). See "CONTRACT BENEFITS--Accumulated Value and Cash Surrender
Value".

Subject to an additional limitation keyed to actual premium payments
(described below), we will determine the maximum Contingent Deferred Sales
Charge at issuance of the Contract. The charge will equal 25% of an annual
premium amount used solely for the purpose of calculating the Contingent
Deferred Sales Charge (the "CDSC Premium"). The maximum Contingent Deferred
Sales Charge based upon the CDSC Premium will be shown in the Contract. (For
further information concerning the determination of the CDSC Premium and the
calculation of the Contingent Deferred Sales Charge, see "CHARGES AND
DEDUCTIONS--Accumulated Value Charges--Decrease Charge".)

The maximum Contingent Deferred Sales Charge calculated in this manner will
remain level until the fifth Contract Anniversary and will then be reduced
on each Monthly Anniversary commencing on the fifth Contract Anniversary.
After the 120th Monthly Deduction following the fifth Contract Anniversary,
the Contingent Deferred Sales Charge will be zero. The actual Contingent
Deferred Sales Charge will, however, never exceed 25% of premiums paid
(before deducting the Premium Expense Charges) during the first Contract
Year.

Text box reads:
The contingent deferred sales charge will not exceed 25% of premiums paid
during the first Contract Year.

We will determine the maximum Deferred Administrative Charge at issuance of
the Contract. The charge will equal an amount per $1,000 of Face Amount
based upon

* the initial Face Amount,

* the Insured's Attained Age at Contract issuance, and,

* except for Insureds with an Attained Age at Contract issuance under
18, the Insured's gender and whether the Insured is a tobacco user
or not.

(For further information concerning the calculation of the Deferred
Administrative Charge, see "CHARGES AND DEDUCTIONS--Accumulated Value
Charges--Decrease Charge.")

The Deferred Administrative Charge is reduced on the Date of Issue and on
each subsequent Monthly Anniversary so that it reaches zero when 180 Monthly
Deductions have been made. See "CHARGES AND DEDUCTIONS--Accumulated Value
Charges--Decrease Charge".

A separate Decrease Charge will also be calculated, and then reduced over a
15-year period, in a similar manner upon a requested increase in Face
Amount. See "CHARGES AND DEDUCTIONS--Accumulated Value Charges--Decrease
Charge".

Text box reads:
A separate Decrease Charge is calculated for each requested increase in face
amount.

Partial Surrender Charge. We will deduct a charge equal to $25 or 2% of the
surrender amount requested, whichever is less, from the amount withdrawn to
compensate us for our costs upon a partial surrender -- that is, a partial
Accumulated Value withdrawal. See "CHARGES AND DEDUCTIONS--Accumulated Value
Charges--Partial Surrender Charge".

Daily Charges Against the Variable Account. We impose a daily charge for our
assumption of certain mortality and expense risks incurred in connection
with the Contract. Currently, this Mortality and Expense Risk Charge is at
an annual rate of .60% of the average daily net assets of each Subaccount of
the Variable Account. However, we may raise the charge to an annual rate of
.75%. See "CHARGES AND DEDUCTIONS--Charges Against the Variable Account".

Text box reads:
The current Mortality and Expense Risk Charge is 0.60 annually of the net
assets of each subaccount.

We currently make no charges against the Variable Account for Federal or
state income taxes. We may make deductions from the Variable Account to pay
such taxes if we determine that such taxes may be imposed. See "FEDERAL TAX
MATTERS".

In addition, because the Variable Account purchases shares of the Fund, the
value of Units in the Subaccount(s) of the Variable Account will reflect the
net asset value of the shares of the Fund held therein, and therefore the
investment advisory fee incurred by the Fund. See "LUTHERAN BROTHERHOOD AND
THE VARIABLE ACCOUNT--LB Series Fund, Inc." and "CONTRACT BENEFITS--
Accumulated Value and Cash Surrender Value".

Free Look Privileges

The Contract provides for an initial Free Look Period. You may cancel the
Contract until the latest of

(a) 45 days after Part I of the application for the Contract is
signed,

(b) 10 days after you receive the Contract, and

Upon returning the Contract, you will receive a refund equal to the sum of

(i) the Accumulated Value (as of the date the returned Contract is
received by us at our Home Office or by our Representative from
whom the Contract was purchased), without any deduction of the
Decrease Charge, plus

(ii) the amount of any Premium Expense Charges, plus

(iii) any Monthly Deductions charged against the Contract's Accumulated
Value, plus

(iv) any Mortality and Expense Risk Charges deducted from the value of
the net assets or the Variable Account attributable to the
Contract, plus

(v) the advisory fees charged by the Fund against net asset value in
the Fund Portfolios attributable to the Contract's value in the
corresponding Subaccount(s) of the Variable Account. See
"CONTRACT RIGHTS--Free Look Privileges".

Similar free look privileges apply after a requested increase in Face
Amount. See "CONTRACT RIGHTS--Free Look Privileges".

Loan Privileges

You may at any time after the Contract Date obtain Contract loans in an
amount not exceeding in the aggregate 90% of the excess of Accumulated Value
over any Decrease Charge on the date of any loan. See "CONTRACT RIGHTS--Loan
Privileges".

Text box reads:
You may borrow up to 90% of the excess of the Accumulated Value over the
Decrease Charge.

Contract loans will bear interest at a fixed rate of 8.0% per year, which is
7.4% per year when paid in advance. Loan interest is calculated on a prepaid
basis, and is payable in advance at the time any Contract loan is made (for
the rest of the Contract Year) and at the beginning of each Contract Year
thereafter (for that entire Contract Year). If you do not pay interest when
due, it will be added to the loan balance. You may repay Contract loans at
any time. Each repayment must be at least $25. When Contract loans are
repaid, we will credit any prepaid interest attributable to the repaid
amount to the Subaccount(s) in the same manner as the repayment.

Contract loans are allocated against the Subaccounts of the Variable Account
in proportion to the Accumulated Value in the respective Subaccounts or,
with our approval, in accordance with your instructions. The loan amount is,
in effect, treated as part of the Contract's Accumulated Value, but the
proceeds payable under the Contract will be reduced by the Debt. We will
transfer Accumulated Value equal to the Contract loan from the appropriate
Subaccount(s) to our General Account (such amounts being herein called the
"Loan Account"). This amount in the Loan Account will earn interest for you
at an effective annual rate of 6%. We will credit this interest monthly to
the Contract's Accumulated Value held in the Subaccount(s).

You must notify us if a payment is a premium payment; otherwise, it will be
considered a loan repayment.

We will allocate any partial or full repayment of Debt by you, as well as
any interest credited from the Loan Account, to the Subaccount(s) in
proportion to the Accumulated Value in the respective Subaccounts. Subject
to our approval, you may choose a different allocation. A loan taken from a
Contract may have Federal income tax consequences. See "CONTRACT RIGHTS--
Loan Privileges".

Exchange Privileges

During the first 24 Contract Months after the Date of Issue, subject to
certain restrictions, you may exchange the Contract for a fixed benefit
permanent life insurance contract issued by us. The new contract will have
the same Date of Issue and issue age as the Contract. The new contract will
also have, at your option, either a death benefit equal to the Death Benefit
under the Contract on the effective date of the exchange or a net amount at
risk equaling the net amount at risk under the Contract on the effective
date of the exchange. We may require an additional premium payment. See
"CONTRACT RIGHTS--Exchange Privileges". An exchange may have tax
consequences. See "FEDERAL TAX MATTERS--Contract Proceeds".

Text box reads:
You may exchange your Contract for a fixed benefit contract during the first
24 months after the Contract is issued.

Surrender of the Contract

You may at any time fully surrender the Contract and receive in cash the
Cash Surrender Value, if any. The Cash Surrender Value will equal the
Accumulated Value of the Contract, less any Contract Debt and any Decrease
Charge. The Cash Surrender Value will include any unearned prepaid loan
interest. As unearned prepaid loan interest is earned, the Cash Surrender
Value will decrease. See "CONTRACT RIGHTS--Surrender Privileges".

Subject to certain restrictions (including a minimum surrender amount of
$500 and a remaining Cash Surrender Value of at least $500), and a partial
surrender charge of $25 or 2% of the surrender amount requested, whichever
is less, you may also partially surrender the Contract and withdraw part of
the Contract's Accumulated Value at any time while the Insured is living. If
Death Benefit Option B is in effect, a partial surrender may result in a
reduction in the Face Amount in force. Under either Death Benefit Option, a
partial surrender will reduce the Death Benefit. A surrender taken from a
Contract may have federal income tax consequences. See "CONTRACT RIGHTS--
Surrender Privileges".

Text box reads:
You may partially surrender your Contract for its Cash Surrender Value
subject to a partial surrender charge and certain restrictions.

Tax Treatment of Accumulated Value

Under current tax law, Accumulated Value under a Contract should be subject
to the same Federal income tax treatment as cash value in a conventional
fixed-premium, fixed-benefit whole life insurance contract. A change of
Contract Owners or a partial or total surrender may have tax consequences
depending on the circumstances. See "FEDERAL TAX MATTERS--Contract
Proceeds".

Tax Treatment of Death Benefits Received by the Beneficiary

Under current tax law, like death benefits payable under conventional life
insurance contracts, Death Benefit proceeds payable under the Contract
should ordinarily be completely excludable from the gross income of the
Beneficiary. As a result, the Beneficiary will generally not be taxed on the
proceeds. See "FEDERAL TAX MATTERS--Contract Proceeds".

Employment-Related Benefit Plans

The cost of insurance rates applicable to Contracts purchased under
employment-related insurance or benefit programs may in some cases not vary
depending on the Insured's gender, as is the case generally (except for
Contracts issued in the state of Montana) under the Contracts. In addition,
different limitations with respect to the minimum Face Amount, increases in
Face Amount, additional insurance benefits, and issue ages may apply to
Contracts issued in connection with employment-related insurance or benefit
programs. SEE "EMPLOYMENT-RELATED BENEFIT PLANS".

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

For further information, please read the following detailed description.
Illustrations of how investment performance of the Variable Account may
cause Death Benefits, Accumulated Values and Cash Surrender Values under the
Contract to vary are included in Appendix B commencing on page B-1.

You should retain a copy of the Contract. That document, together with the
application attached to the Contract, any supplemental applications and any
Contract supplements, and our Articles of Incorporation and Bylaws which are
in force on the Date of Issue, constitutes the entire agreement between you
and us.

LUTHERAN BROTHERHOOD AND THE VARIABLE ACCOUNT

Lutheran Brotherhood

The Contracts are issued by us, Lutheran Brotherhood. We are a fraternal
benefit society owned by and operated for our members. We were founded in
1917 under the laws of the State of Minnesota. We are currently licensed to
transact life insurance business in all 50 states and the District of
Columbia. At the end of 1998, we had total assets of approximately $--
billion.

Text box reads:
We are a fraternal benefit society owned by our members.

We are subject to regulation by the Insurance Division of the State of
Minnesota as well as by the insurance departments of all the other states
and jurisdictions in which we do business. We submit annual reports on our
operations and finances to insurance officials in such states and
jurisdictions. The forms of Contracts described in the Prospectus are filed
with and (where required) approved by insurance officials in each state and
jurisdiction in which the Contracts are sold. We are also subject to certain
Federal securities laws and regulations.

Our Financial Statements are included elsewhere in this Prospectus.

The Variable Account

The Variable Account is a separate account established by our Board of
Directors in 1993 pursuant to the laws of the State of Minnesota. The
Variable Account meets the definition of a "separate account" under the
federal securities laws. We have caused the Variable Account to be
registered with the Securities and Exchange Commission (the "SEC") as a unit
investment trust under the Investment Company Act of 1940 (the "1940 Act").
Such registration does not involve supervision by the SEC of the management
or investment policies or practices of the Variable Account.

The assets of the Variable Account are owned by us, and we are not a trustee
with respect to such assets. However, the Minnesota laws under which the
Variable Account was established provide that the Variable Account shall not
be chargeable with liabilities arising out of any other business we may
conduct. We may transfer to our General Account assets of the Variable
Account which exceed the reserves and other liabilities of the Variable
Account.

Income and realized and unrealized gains and losses from each Subaccount of
the Variable Account are credited to or charged against that Subaccount
without regard to any of our other income, gains or losses. We may
accumulate in the Variable Account the charge for expense and mortality
risks, mortality gains and losses and investment results applicable to those
assets that are in excess of net assets supporting the Contracts.

LB Series Fund, Inc.

Each Subaccount of the Variable Account invests only in shares of a
corresponding Portfolio of the Fund. The Fund is registered with the SEC
under the 1940 Act as a diversified, open-end management investment company.
This registration does not involve supervision by the SEC of the management
or investment practices or policies of the Fund. The Fund is designed to
provide an investment vehicle for variable annuity and variable life
insurance contracts.

Text box reads:
Our Variable Account invests in LB Series Fund, Inc.

Shares of the Fund are sold to other separate accounts of ours and of our
wholly owned indirect subsidiary, Lutheran Brotherhood Variable Insurance
Products Company ("LBVIP"). The Fund may in the future create new
portfolios. It is conceivable that in the future it may be disadvantageous
for both variable annuity separate accounts and variable life insurance
separate accounts to invest simultaneously in the Fund, although we do not
foresee any such disadvantages. The management of the Fund intends to
monitor events in order to identify any material conflicts between such
contract owners and to determine what action, if any, should be taken in
response. Such action could include the sale of Fund shares by one or more
of the separate accounts, which could have adverse consequences. Material
conflicts could result from, for example,

(1) changes in state insurance laws,

(2) changes in Federal income tax law,

(3) changes in the investment management of the Fund, or

(4) differences in voting instructions between those given by the
contract owners from the different separate accounts.

In addition, if we believe the Fund's response to any of those events or
conflicts insufficiently protects Contract Owners, we will take appropriate
action on our own.

The Variable Account will purchase and redeem shares from the Fund at net
asset value. Shares will be redeemed to the extent necessary for us to
collect charges under the Contracts, to pay Cash Surrender Value upon full
surrenders of the Contracts, to pay partial surrenders, to make Contract
loans, to provide benefits under the Contracts, or to transfer assets from
one Subaccount to another as requested by Contract Owners. Any dividend or
capital gain distribution received from a Portfolio of the Fund will be
reinvested immediately at net asset value in shares of that Portfolio and
retained as assets of the corresponding Subaccount.

The Fund receives investment advice with respect to each of its Portfolios
from us. We act as investment adviser to the Fund. We are a registered
investment adviser under the Investment Advisers Act of 1940. As investment
adviser to the Fund, we charge the Fund a daily investment advisory fee
equal to an annual rate of .40% of the aggregate average daily net assets of
the Money Market, Income, High Yield, Growth, Mid Cap Growth, and
Opportunity Growth Portfolios. We also charge the Fund an annual investment
advisory fee equal to .85% of the aggregate average daily net assets of the
World Growth Portfolio, as described in the accompanying current prospectus
for the Fund.

Text box reads:
We act as the investment adviser to LB Series Fund, Inc.

We have engaged T. Rowe Price Associates, Inc. ("T. Rowe Price") as
investment sub-adviser for the Opportunity Growth Portfolio. T. Rowe Price
was founded in 1937 and has its principal offices in Baltimore, Maryland.
As of December 31, 1998, T. Rowe Price and its affiliates managed over $__
billion. Richard T. Whitney, Managing Director of T. Rowe Price, is
primarily responsible for day-to-day management of the Opportunity Growth
Portfolio and developing and executing the Portfolio's investment program.

We pay the Sub-adviser for the Opportunity Growth Portfolio an annual sub-
advisory fee for the performance of sub-advisory services. The fee payable
is equal to .30% of that Portfolio's average daily net assets.

We have engaged Rowe Price-Fleming International, Inc., ("Price-Fleming") as
investment sub-adviser for the World Growth Portfolio. Price-Fleming was
founded in 1979 as a joint venture between T. Rowe Price Associates, Inc.
and Robert Fleming Holdings Limited. Price-Fleming is one of the world's
largest international mutual fund asset managers with approximately the U.S.
equivalent of $__ billion under management as of December 31, 1998 in its
offices in Baltimore, London, Tokyo and Hong Kong. Price-Fleming has an
investment advisory group that has day-to-day responsibility for managing
the World Growth Portfolio and developing and executing the Portfolio's
investment program. We pay the Sub-adviser for the World Growth Portfolio an
annual sub-advisory fee for the performance of sub-advisory services. The
formula for determining the sub-advisory fee is described fully in the
prospectus for the Fund.

Text box reads:
We have engaged investment sub-advisers for two of the Fund's Portfolios.

The investment objectives of the current Portfolios available to Contract
Owners through corresponding Subaccounts of the Variable Account are set
forth in the accompanying prospectus for the Fund. There is no assurance
that these objectives will be met.

You should periodically consider the allocation among the Subaccounts in
light of current market conditions and the investment risks attendant to
investing in the Fund's various Portfolios. A full description of the Fund,
its investment objectives, policies and restrictions, its expenses, the
risks attendant to investing in the Fund's Portfolios and other aspects of
its operation is contained in the accompanying Prospectus for the Fund,
which should be carefully read together with this Prospectus.

Performance Information

Performance information for the Variable Account and/or the Fund may appear
in advertisements, sales literature, or reports to Contract Owners.
Performance information for the Fund will appear only when accompanied by
performance information for the Variable Account. Performance information
for the Variable Account will reflect the deduction of applicable charges to
the Contract. Quotations of performance information for the Fund will not
take into account charges or deductions against the Variable Account to
which Fund shares are sold or deductions against the Contract. Performance
information reflects only the performance of a hypothetical investment
during a particular time period on which the calculations are based.
Performance information should be considered in light of the investment
objectives and policies, characteristics and quality of the Portfolios of
the Fund in which the Variable Account invests, and the market conditions
during the given period of time, and should not be considered as a
representation of what may be achieved in the future.

Performance for the Variable Account and/or the Fund, as reported from time
to time in advertisements and sale literature, may be compared with that of
other company separate accounts or mutual funds included in the generally
accepted indices, analyses or rankings prepared by Lipper Analytical
Service, Inc., Standard & Poor's Corporation, Morningstar, Inc., VARDS, Dow
Jones or similar independent rating or statistical investment services that
monitor the performance of insurance company separate accounts or mutual
funds. Performance of the Variable Account may be quoted or compared to
rankings, yields or returns as published or prepared by independent rating
or statistical services or publishers or publications such as THE BANK RATE
MONITOR NATIONAL INDEX, BARRON'S, BUSINESS WEEK, DONOGHUE'S MONEY MARKET
FUND REPORT, FINANCIAL SERVICES WEEK, FINANCIAL TIMES, FINANCIAL WORLD,
FORBES, FORTUNE, GLOBAL INVESTOR, INSTITUTIONAL INVESTOR, INVESTOR'S DAILY,
KIPLINGER'S PERSONAL FINANCE, LIPPER ANALYTICAL SERVICES, MONEY, MUTUAL FUND
FORCASTER, NEWSWEEK, THE NEW YORK TIMES, PERSONAL INVESTOR, STANGER REPORT,
SYLVIA PORTER'S PERSONAL FINANCE, USA TODAY, U.S. NEWS AND WORLD REPORT, THE
WALL STREET JOURNAL and WIESENBERGER INVESTMENT COMPANIES SERVICE.

Addition, Deletion or Substitution of Investments

We reserve the right, subject to applicable law, to make additions to,
deletions from, or substitutions for the shares that are held in the
Variable Account or that the Variable Account may purchase. If the shares of
a Portfolio of the Fund are no longer available for investment or if in our
judgment further investment in any Portfolio should become inappropriate in
view of the purposes of the Variable Account, we may redeem the shares, if
any, of that Portfolio and substitute shares of another registered open-end
management company. We will not substitute any shares attributable to a
Contract interest in a Subaccount of the Variable Account without notice and
prior approval of the SEC and state insurance authorities, to the extent
required by applicable law. The Variable Account may to the extent permitted
by law purchase other securities for other contracts or permit a conversion
between contracts upon request by the Contract Owners.

We also reserve the right to establish additional Subaccounts of the
Variable Account, each of which would invest in shares corresponding to a
new Portfolio of the Fund or in shares of another investment company having
a specified investment objective. Subject to applicable law and any required
SEC approval, we may, in its sole discretion, establish new Subaccounts or
eliminate one or more Subaccounts if marketing needs, tax considerations or
investment conditions warrant. Any new Subaccounts may be made available to
existing Contract Owners on a basis to be determined by us.

If any of these substitutions or changes are made, we may by appropriate
endorsement change the Contract to reflect the substitution or change. If we
deem it to be in the best interest of Contract Owners, and subject to any
approvals that may be required under applicable law, we may operate the
Variable Account as a management company under the 1940 Act, we may cause it
to be deregistered under that Act if registration is no longer required, or
we may combine it with other separate accounts of ours.

CONTRACT BENEFITS

Death Benefits

General. As long as the Contract remains in force (see "PAYMENT AND
ALLOCATION OF PREMIUMS--Contract Lapse and Reinstatement"), we will pay the
death proceeds of the Contract, upon due proof of the Insured's death, to
the named Beneficiary in accordance with the designated Death Benefit
Option. The proceeds may be paid in cash or under one of the settlement
options set forth in the Contract. See "CONTRACT BENEFITS--Payment of
Contract Benefits". The amount payable under the designated Death Benefit
Option will be reduced by any outstanding Contract Debt and any due and
unpaid Monthly Deduction(s), and will be increased by any additional
insurance benefits on the Insured's life provided for in the Contract.

If the Insured dies at or after age 100, the amount payable will be the Cash
Surrender Value on the date of death.

Text box reads:
There are two death benefit options. If the Insured dies before age 100.

Death Benefit Options. The Contract provides two Death Benefit Options:
Option A and Option B. You designate the Death Benefit Option in the
application.

Option A. The Death Benefit is equal to the greater of (a) the Face Amount
of the Contract plus the Accumulated Value of the Contract and (b) the
Accumulated Value multiplied by the specified percentage shown in the
following table (with the Accumulated Value in each case being determined on
the Valuation Date on or next following the Insured's date of death):

Specified Specified
Attained Age Percentage Attained Age Percentage
40 or less 250% 61 128%
41 243 62 126
42 236 63 124
43 229 64 122
44 222 65 120
45 215 66 119
46 209 67 118
47 203 68 117
48 197 69 116
49 191 70 115
50 185 71 113
51 178 72 111
52 171 73 109
53 164 74 107
54 157 75 to 90 105
55 150 91 104
56 146 92 103
57 142 93 102
58 138 94 101
59 134 95 to 99 100
60 130

Illustration of Option A. For purposes of this illustration, assume that the
Insured is under the age of 40 and that there is no Contract Debt. (The
specified percentage is 250% for an Insured aged 40 or below on the Contract
Anniversary prior to the date of death.)

Under Option A, a Contract with a Face Amount of $50,000 will generally pay
a Death Benefit of $50,000 plus Accumulated Value. Thus, for example, a
Contract with an Accumulated Value of $5,000 will have a Death Benefit of
$55,000 ($50,000 + $5,000); an Accumulated Value of $10,000 will yield a
Death Benefit of $60,000 ($50,000 + $10,000); and an Accumulated Value of
$25,000 will yield a Death Benefit of $75,000 ($50,000 + $25,000). The Death
Benefit, however, will be at least 2.50 times the Accumulated Value. As a
result, if the Accumulated Value of the Contract exceeds $33,333, the Death
Benefit will be greater than the Face Amount plus Accumulated Value. Each
additional dollar added to Accumulated Value above $33,333 will increase the
Death Benefit by $2.50. An Insured with an Accumulated Value of $35,000 will
therefore have a Death Benefit of $87,500 (2.50 X $35,000); an Accumulated
Value of $40,000 will yield a Death Benefit of $100,000 (2.50 X $40,000);
and an Accumulated Value of $50,000 will yield a Death Benefit of $125,000
(2.50 X $50,000).

Similarly, any time Accumulated Value exceeds $33,333 each dollar taken out
of Accumulated Value will reduce the Death Benefit by $2.50. If at any time,
however, Accumulated Value multiplied by the specified percentage is less
than the Face Amount plus the Accumulated Value of the Contract, the Death
Benefit will be the Face Amount plus the Accumulated Value.

Option B. The Death Benefit is the greater of (a) the Face Amount of the
Contract and (b) the Accumulated Value on the Valuation Date on or next
following the Insured's date of death multiplied by the specific percentage
shown in the table above.

Illustration of Option B. For purposes of this illustration, assume that the
Insured is under the age of 40 and that there is no Contract Debt.

Under Option B, a Contract with a Face Amount of $50,000 will generally pay
a Death Benefit of $50,000. However, because the Death Benefit must be equal
to or be greater than 2.50 times the Accumulated Value, any time the
Accumulated Value of the Contract exceeds $20,000, the Death Benefit will
exceed the Face Amount. Each additional dollar added to Accumulated Value
above $20,000 will increase the Death Benefit by $2.50. Thus, a 40-year-old
Insured with an Accumulated Value of $25,000 will have a Death Benefit of
$62,500 (2.50 X $25,000); an Accumulated Value of $30,000 will yield a Death
Benefit of $75,000 (2.50 X $30,000); and an Accumulated Value of $40,000
will yield a Death Benefit of $100,000 (2.50 X $40,000).

Similarly, any time Accumulated Value exceeds $20,000 each dollar taken out
of Accumulated Value will reduce the Death Benefit by $2.50. If at any time,
however, the Accumulated Value multiplied by the specified percentage is
less than the Face Amount, the Death Benefit will be the Face Amount of the
Contract.

Which Death Benefit Option to Choose. If you prefer to have premium payments
and favorable investment performance reflected partly in the form of an
increasing Death Benefit, you should choose Option A. If you are satisfied
with the amount of the Insured's existing insurance coverage and prefer to
have premium payments and favorable investment performances reflected to the
maximum extent in the Accumulated Value, you should select Option B.

Change in Death Benefit Option. At any time when the Death Benefit would be
the Face Amount plus the Accumulated Value (if Option A is in effect) or the
Face Amount (if Option B is in effect), you may change the Death Benefit
Option in effect by sending us a Written Notice of change. No charges will
be imposed to make a change in Death Benefit Option. The effective date of
any such change will be the Monthly Anniversary on or next following the
date we receive the Written Notice.

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You may change the death benefit options under certain circumstances.

If the Death Benefit Option is changed from Option A to Option B, the Face
Amount will not change and the Death Benefit will be decreased by the
Accumulated Value of the Contract on the effective date of the change. These
changes will generally have the effect of decreasing the net amount at risk
under the Contract. In addition, if a Contract Owner changed from Option A
to Option B, and then back to Option A from Option B, the resulting Face
Amount and net amount at risk under Option A would generally be lower as a
result of the intervening change to Option B.

If the Death Benefit Option is changed from Option B to Option A, the Death
Benefit will not change and the Face Amount will be decreased by the
Accumulated Value of the Contract on the effective date of the change;
however, this change may not be made if it would reduce the Face Amount to
less than $5,000.

The effects of these Death Benefit Option changes on the Face Amount, Death
Benefit and net amount at risk (that is, the difference between the Death
Benefit and Accumulated Value) can be illustrated as follows. Assume that a
Contract under Option A has a Face Amount of $100,000 and an Accumulated
Value of $10,000, and therefore a Death Benefit of $110,000 ($100,000 +
$10,000) and a net amount at risk of $100,000 ($110,000 - $10,000). If the
Death Benefit Option is changed from Option A to Option B, the Face Amount
would remain the same, the Death Benefit (which equals the Face Amount under
Option B) would be reduced from $110,000 to $100,000, and the net amount at
risk would be reduced from $100,000 to $90,000 ($100,000 - $10,000). If the
Death Benefit Option were then changed back to Option A, the Death Benefit
would remain the same, the Face Amount would be reduced from $100,000 to
$90,000 (that is, reduced by the amount of the Accumulated Value), and the
net amount at risk would remain the same ($100,000 - $10,000 = $90,000). The
overall effect of changing from Option A to Option B and then back to Option
A would be to have reduced the Face Amount from $100,000 to $90,000, to have
reduced the Death Benefit from $110,000 to $100,000, and to have reduced the
net amount at risk from $100,000 to $90,000.

If a change in Death Benefit Option would result in cumulative premiums
exceeding the maximum premium limitations under the Internal Revenue Code
for life insurance, we will not effect the change. See "PAYMENT AND
ALLOCATION OF PREMIUMS--Amount and Timing of Premiums--Premium Limitations".

A change in Death Benefit Option may affect the monthly cost of insurance
charge because this charge varies with the net amount at risk--that is, in
general, the Death Benefit less the Accumulated Value. See "CHARGES AND
DEDUCTIONS--Accumulated Value Charges--Monthly Deduction". Changing from
Option A to Option B will generally decrease the net amount at risk, thereby
reducing the cost of insurance charges. Changing from Option B to Option A
will generally result in a net amount at risk that remains level. Such a
change from Option B to Option A, however, will result in an increase in the
cost of insurance charges over time because the net amount at risk will
(unless the Death Benefit is based on the applicable percentage of
Accumulated Value) remain level rather than decreasing as the Accumulated
Value increases.

How Death Benefits May Vary in Amount. The Death Benefit may vary with the
Contract's Accumulated Value. The Death Benefit under Option A will always
vary with the Accumulated Value because the Death Benefit equals the greater
of (a) the Face Amount plus the Accumulated Value and (b) the Accumulated
Value multiplied by the specified percentage shown in the foregoing table.
Under Option B, the Death Benefit will only vary with the Contract's
Accumulated Value whenever the specified percentage of Accumulated Value
exceeds the Face Amount of the Contract.

Ability to Change Face Amount. Subject to certain limitations (see
"Decreases" and "Increases" below), generally you may, at any time before
the Insured's Attained Age 100, increase or decrease your Contract's Face
Amount in force by submitting a written application to us. The effective
date of the increase or decrease will be the Monthly Anniversary on or next
following our approval of the request. An increase in Face Amount may have
tax consequences. See "TAX MATTERS--Contract Proceeds". The effect of
changes in Face Amount on Contract charges, as well as certain additional
considerations, are described below:

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You may change the face amount of your Contract subject to certain
limitations.

Decreases. A decrease in the Face Amount may affect the total net amount at
risk and the portion of the net amount at risk covered by various premium
classes, both of which may affect your monthly insurance charges. See
"CHARGES AND DEDUCTIONS--Accumulated Value Charges--Monthly Deduction".

A decrease in the Face Amount will result in the partial imposition of the
Decrease Charge as of the Monthly Anniversary on which the decrease becomes
effective. See "CHARGES AND DEDUCTIONS--Accumulated Value Charges--Decrease
Charge". Whenever the Decrease Charge is imposed in part in connection with
a requested decrease in Face Amount, the Initial Monthly Charge included in
the first 180 Monthly Deductions will be reduced proportionately to take
into account the amount of the Deferred Administrative Charge included in
the Decrease Charge then imposed. See "CHARGES AND DEDUCTIONS--Accumulated
Value Charges--Monthly Deduction--Initial Monthly Charge".

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A decrease in face amount may result in our taking part of the Decrease
Charge.

See Appendix E for information about differences in charges on VUL 1
contracts.

If the Death Benefit Guarantee is in force, then on the effective date of
any requested decrease in Face Amount the Accumulated Value less any
Contract Debt must be sufficient to cover the Decrease Charge imposed in
connection with the requested decrease and the Monthly Deduction due on that
date. If the Death Benefit Guarantee is not in force, then the Cash
Surrender Value must be sufficient to cover the Monthly Deduction due on
that date. If these requirements are not satisfied, we will not execute the
requested decrease in Face Amount.

The Face Amount in force after any requested decrease may not be less than
the Minimum Face Amount. Also, to the extent a decrease in Face Amount would
result in cumulative premiums exceeding the maximum premium limitations
applicable under the Internal Revenue Code for life insurance, we will not
execute the decrease (see "PAYMENT AND ALLOCATION OF PREMIUMS--Amount and
Timing of Premiums--Premium Limitations").

As discussed previously (see "CONTRACT BENEFITS--Death Benefit--Change in
Death Benefit Option"), if the Death Benefit Option is changed from Option B
to Option A, the Death Benefit will not change and the Face Amount will be
decreased by the Accumulated Value of the Contract on the effective date of
the change; however, this change may not be made if it would reduce the Face
Amount to less than $5,000.

We will not execute a request for partial surrender if or to the extent the
requested partial surrender would reduce the Face Amount below $5,000. Also,
if a partial surrender would decrease the Face Amount, we will not execute
the partial surrender to the extent that it would result in cumulative
premiums exceeding the maximum premium limitations applicable under the
Internal Revenue Code for life insurance. See "PAYMENT AND ALLOCATION OF
PREMIUMS--Amount and Timing of Premiums--Premium Limitations".

For purposes of determining the cost of insurance charge, any decrease in
the Face Amount will reduce the Face Amount in force in the following order:
(a) the Face Amount provided by the most recent increase; (b) the next most
recent increases successively; and (c) the initial Face Amount. See "CHARGES
AND DEDUCTIONS--Accumulated Value Charges--Monthly Deduction". If you
request a decrease in Face Amount, that part of any Decrease Charge
applicable to the decrease will reduce the Accumulated Value attributable to
the Contract and the Decrease Charge will be reduced by this amount. See
"CHARGES AND DEDUCTIONS--Accumulated Value Charges--Decrease Charge".

Increases. An increase in the Face Amount will generally affect the total
net amount at risk and may affect the portion of the net amount at risk
covered by various premium classes (if multiple premium classes apply), both
of which may affect your monthly insurance charges. See "CHARGES AND
DEDUCTIONS--Accumulated Value Charges--Monthly Deduction".

An increase in the Face Amount will also increase the Decrease Charge and
will result in the imposition of a new Initial Monthly Charge for Increases
(which is included in the monthly Deduction) as of the Monthly Anniversary
when the increase becomes effective. See "CHARGES AND DEDUCTIONS--
Accumulated Value Charges--Decrease Charge--Monthly Deduction".

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An increase in face amount may increase the Decrease Charge and establish a
new Initial Monthly Charge.

You may not request an increase in Face Amount for less than $25,000. You
may not increase the Face Amount after the Insured's Attained Age 85. To
obtain an increase, you must submit an application for the increase. We may
require that additional evidence of insurability be submitted with any
request for an increase. An increase need not be accompanied by an
additional premium, but we will continue to deduct the Premium Expense
Charges from any premiums paid and will deduct other charges associated with
the increase from Accumulated Value.

After increasing the Face Amount, you will have the right (i) during a Free
Look Period, to have the increase cancelled and receive a credit or refund
(see "CONTRACT RIGHTS--Free Look Privileges"), and (ii) during the first 24
months following the increase to exchange the increase in Face Amount for a
fixed benefit permanent life insurance contract issued by us, subject to the
same conditions and principles as apply to an exchange of the entire
Contract for such a new contract (see "CONTRACT RIGHTS--Exchange
Privileges").

See Appendix E for information about changes in face amounts for VUL 1
contracts.

Unless the Death Benefit Guarantee is in effect, on the effective date of an
increase the Accumulated Value must be sufficient to cover any Contract Debt
and any Decrease Charge (including the additional Decrease Charge arising
from the requested increase) and the Monthly Deduction due on that date. In
other words, on that date, taking the increase into account, the Cash
Surrender Value before the Monthly Deduction must be equal to or greater
than the amount of the Monthly Deduction then due. If the existing
Accumulated Value at the time of a requested increase does not result in a
sufficient Cash Surrender Value after the increase, you may have to make
additional premium payments to increase the Accumulated Value and thereby
increase the Cash Surrender Value sufficiently.

If the Death Benefit Guarantee is in effect, the Cash Surrender Value after
the increase before the Monthly Deduction may be less than the Monthly
Deduction then due, even though the Death Benefit Guarantee Premium will be
increased as a result of any requested increase in Face Amount (see "DEATH
BENEFIT GUARANTEE--Death Benefit Guarantee Premium").

Insurance Protection. You may increase or decrease the pure insurance
protection provided by the Contract (that is, the net amount at risk, which
is, in general, the difference between the Death Benefit and the Accumulated
Value) in one of several ways as insurance needs change. These include

* increasing or decreasing the Face Amount,

* changing the level of premium payments, and,

* to a lesser extent, making a partial surrender under the Contract.

Although the consequences of each of these methods will depend upon the
individual circumstances, they may be generally summarized as follows:

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Various transactions affect the amount of pure insurance protection.

(a) A decrease in the Face Amount will, subject to the applicable
percentage limitations (see "CONTRACT BENEFITS--Death Benefits-
Death Benefit Options"), decrease the pure insurance protection
without reducing the Accumulated Value (except for the deduction
of any Decrease Charge applicable to the decrease). If the Face
Amount is decreased, the Monthly Deduction generally will decrease
as well, but any Decrease Charge then applicable will be imposed
in part upon a requested decrease in Face Amount (see "Charges and
Deductions--Decrease Charge--Monthly Deduction").

(b) An increase in the Face Amount (which may require satisfactory
evidence of insurability--see "Increases--Additional
Considerations" above) will likely increase the amount of pure
insurance protection, depending on the amount of Accumulated Value
and the resultant applicable percentage limitation. If the
insurance protection is increased, the Monthly Deduction will
increase as well.

(c) Under Death Benefit Option A, until the applicable percentage of
Accumulated Value exceeds the Face Amount plus the Accumulated
Value, the level of premium payments will not affect the amount of
pure insurance protection.

(d) Under Death Benefit Option B, until the applicable percentage of
Accumulated Value exceeds the Face Amount, an increased level of
premium payments will generally reduce the amount of pure
insurance protection.

(e) Under either Death Benefit Option, if the Death Benefit is the
applicable percentage of Accumulated Value, then an increased
level of premium payments will increase the amount of pure
insurance protection.

(f) A partial surrender will reduce the Death Benefit. See "CONTRACT
RIGHTS--Surrender Privileges". However, it has a limited effect on
the pure insurance protection and charges under the Contract,
because the partial surrender will affect the net amount at risk
only when the Death Benefit is based on the applicable percentage
of Accumulated Values (see "CONTRACT RIGHTS--Surrender Privileges-
-Partial Surrender"). The primary use of a partial surrender is to
withdraw Accumulated Value. Furthermore, it results in a reduced
amount of Accumulated Value and increases the possibility that the
Contract will lapse.

The techniques described in this section for changing the amount of pure
insurance protection under the contract (for example, changing the face
amount, making a partial surrender, and changing the amount of premium
payments) must be considered together with the other restrictions and
considerations described elsewhere in this prospectus.

How the Duration of the Contract May Vary. Subject to the Death Benefit
Guarantee (which depends upon the level of premium payments, partial
surrenders and the Contract Loan Amount--see "DEATH BENEFIT GUARANTEE"), the
duration of the Contract depends upon the Cash Surrender Value (that is, the
Accumulated Value less any Contract Debt and any Decrease Charge). The
Contract will remain in force as long as (a) the Cash Surrender Value of the
Contract is sufficient to pay the Monthly Deduction and (b) Contract Debt
does not exceed Accumulated Value less any Decrease Charge.

In general, however, when the Cash Surrender Value is insufficient to pay
the Monthly Deduction or when Contract Debt exceeds Accumulated Value less
any Decrease Charge, and a grace period expires without an adequate payment
by the Contract Owner, the Contract will lapse and terminate without value.
The Contract Owner has certain rights to reinstate the Contract. See
"PAYMENT AND ALLOCATION OF PREMIUMS--Contract Lapse and Reinstatement".

Accumulated Value and Cash Surrender Value

The Accumulated Value of the Contract is the total amount of value held
under the Contract at any time. The Accumulated Value is used in determining
the Cash Surrender Value (the Accumulated Value less any Contract Debt and
any Decrease Charge). See "CONTRACT RIGHTS--Surrender Privileges". There is
no guaranteed minimum Accumulated Value. Because a Contract's Accumulated
Value on any future date depends upon a number of variables, it cannot be
predetermined.

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A Contract's Accumulated Value is the sum of the amounts held in the
Variable Account and in the Loan Account.

A Contract's Accumulated Value and Cash Surrender Value will reflect the
investment performance of the chosen Subaccounts of the Variable Account.
They will also reflect any Net Premiums paid, any partial surrenders, any
loans, any loan repayments, any loan interest paid or credited, and any
charges assessed in connection with the Contract (including any Decrease
Charge previously imposed on a requested decrease in Face Amount).

Calculation of Accumulated Value. The Accumulated Value of the Contract is
determined first on the Contract Date and thereafter on each Valuation Date.
On the Contract Date, the Accumulated Value will be the New Premiums
received, plus any interest earned during the period when premiums are held
in our General Account (before being transferred to the Variable Account)
(see "PAYMENT AND ALLOCATION OF PREMIUMS--Issuance of a Contract"), less any
Monthly Deductions due on the Contract Date.

On each Valuation Date after the Contract Date, the Contract's Accumulated
Value will be:

(1) the aggregate of the values attributable to the Contract in each of the
Subaccounts on the Valuation Date, determined for each Subaccount by
multiplying the Subaccount's Unit Value on the date by the number of
Subaccount Units allocated to the Contract; plus

(2) the value attributable to the Contract in the Loan Account (see
"CONTRACT RIGHTS--Loan Privileges") on the Valuation Date.

Determination of Number of Units. Any amounts allocated to the Subaccounts
will be converted into Units of the Subaccount. The number of Units to be
credited to the Contract is determined by dividing the dollar amount being
allocated by the Unit Value as of the end of the Valuation Period during
which the amount was allocated.

The number of Subaccount Units in any Subaccount will be increased by:

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Subaccount Units are used to measure a Contract's Accumulated Value based on
the Variable Account.

(i) any Net Premiums allocated to the Subaccount during the current
Valuation Period;

(ii) any Accumulated Value transferred to the Subaccount from the
General Account or another Subaccount during the current
Valuation Period;

(iii) any repayments of the Contract Debt during the current Valuation
Period; and

(iv) any interest earned on the amount in the Loan Account and
transferred to the Variable Account during the current Valuation
Period.

The number of Subaccount Units in any Subaccount will be decreased by:

(i) any Monthly Deduction allocated to the Subaccount during the
current Valuation Period to cover the Contract Month following a
Monthly Anniversary;

(ii) any Accumulated Value transferred from the Subaccount to another
Subaccount or the General Account;

(iii) the amount of any partial surrender (including the partial
surrender charge) during the current Valuation Period; and

(iv) any Contract loans allocated to the Subaccount and transferred to
the Loan Account during the current Valuation Period.

The Subaccount Unit Value is determined before any Contract transactions on
the Valuation Date that would affect the number of Subaccount Units (see
immediately preceding paragraph). If the Contract's Accumulated Value in the
Variable Account is to be calculated for a day that is not a Valuation Date,
the next following Valuation Date will be used.

Determination of Unit Value. The Unit Value for a Subaccount is calculated
on each Valuation Date by dividing (1) by (2):

Where:

(1) is the net result of:

(a) the net asset value of the corresponding Portfolio of the
Subaccount at the end of the current Valuation Period, plus

(b) the amount of any dividend or capital gain distribution by
the Portfolio if the "ex-dividend" date occurs during the
Valuation Period, plus or minus

(c) a charge or credit or any taxes reserved which we determine a
result of the investment operation of the Portfolio, minus

(d) the Mortality and Expense Risk Charge (see "CHARGES and
DEDUCTIONS--Charges Against the Variable Account--Mortality
and Expense Risk Charge") for each day during the current
Valuation Period (a current charge of .001644%, but never to
exceed .002055%, of the net assets for each day during the
current Valuation Period), and

(2) is the number of Units for the Subaccount attributable to all
Contracts.

Payment of Contract Benefits

If the Insured dies before age 100, the proceeds from the Contract will
consist of the Contract's Death Benefit, plus any insurance proceeds
provided by additional insurance benefits on the Insured's life, less any
outstanding Debt and any unpaid Monthly Deductions. If the Insured dies at
or after age 100, the amount payable will be the Cash Surrender Value on the
date of death.

See Appendix E for information about benefits at maturity date on VUL 1
contracts, which is the Contract Anniversary on or next following the
Insured's 96th birthday.

Death proceeds under a Contract will ordinarily be paid within seven days
after we receive due proof of death. The Cash Surrender Value (Accumulated
Value less any Contract Debt and any Decrease Charge), partial surrenders
and Contract loans will ordinarily be paid within seven days of receipt of a
Written Notice. Payments may be postponed in certain circumstances. See
"GENERAL PROVISIONS--Postponement of Payments".

You may decide the form in which the proceeds will be paid. During the
Insured's lifetime, you may arrange for the death proceeds to be paid in a
lump sum or under one of the settlement options described below. These
choices are also available if the Contract is surrendered. If no election is
made, the proceeds will be paid pursuant to Option 1 described below.

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You may elect to have Contract proceeds paid under one of several settlement
options.

For an option to be used, the proceeds to be applied must be at least
$2,000. Election of an option is also subject to the conditions that (a)
payments must not be less than $50 each and (b) payments must be made only
at annual, semi-annual, quarterly or monthly intervals.

Settlement options currently offered under a Contract are as follows:

Option 1--Interest Income. The proceeds may be left on deposit. Interest
will be paid at a rate of not less than 3% per year. These proceeds may be
withdrawn upon request.

Option 2--Income of a Fixed Amount. Income of a fixed amount will be paid at
agreed upon intervals. This income is subject to the conditions that (a)
income per year must not be less than 6% of the proceeds, and (b) income is
paid until the proceeds, with interest credited at the rate of 3 1/2% per
year on the unpaid balance, are paid in full (this income may be increased
by the crediting of additional interest).

Option 3--Income for a Fixed Period. Income for a fixed number of years will
be paid, not to exceed 30 (the income will not be less than the amounts set
forth in a table in the Contract relating to this option).

Option 4--Life Income with Guaranteed Period. Income for the lifetime of the
payee will be paid. If the payee dies during the guaranteed period, payments
will be continued to the payee's beneficiary to the end of that period. A
period of 10 or 20 years may be elected (the income will not be less than
the amounts set forth in tables in the Contract relating to this option).
After the first payment is made, this option may not be revoked or changed.

Option 5--Other Options. The proceeds may be paid under any other settlement
option agreeable to us.

You may elect an option by Written Notice to us during the Insured's
lifetime. The option must be elected before proceeds become payable.
Assignees and third-party owners may elect an option only with our consent.
Election of Option 4 may be made only if the payee is a natural person who
is the Insured or a Beneficiary.

If it is the death proceeds under a Contract that are payable, the
Beneficiary may elect a settlement option provided that (a) the manner of
settlement has not been restricted before the Insured's death, and (b) the
death proceeds have not been paid.

Under certain circumstances, an Accelerated Benefits Rider allows a Contract
Owner to receive benefits from the Contract that would be otherwise payable
upon the death of the Insured. Our representative should be consulted as to
whether and to what extent the rider is available in a particular state and
on any particular Contract. See "GENERAL PROVISIONS--Accelerated Benefits
Rider". The tax treatment of benefits paid under the Accelerated Benefits
Rider is currently uncertain. See "FEDERAL TAX MATTERS--Contract Proceeds--
Benefits Paid under the Accelerated Benefits Rider".

PAYMENT AND ALLOCATION OF PREMIUMS

Issuance of a Contract

In order to purchase a Contract, an individual must make application to us
through our licensed Representative, who is also a registered representative
of Lutheran Brotherhood Securities Corp. We are offering Contracts only to
Insureds who are eligible for membership in Lutheran Brotherhood. At issue
the Minimum Face Amount of a Contract under our rules is currently $50,000
for Insureds with an Attained Age of 18 through 50, and $25,000 for all
other Insureds. We reserve the right to revise its rules from time to time
to specify a different Minimum Face Amount at issue for subsequently issued
Contracts. A Contract will be issued only on Insureds who have an Attained
Age of 85 or less and who provide satisfactory evidence of insurability to
us. Acceptance is subject to our underwriting rules. We reserve the right to
reject an application for any reason permitted by law.

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The Minimum Face Amount for a Contract is either $50,000 (insureds age 18-
50) or $25,000 (all other insureds).

At the time an application for a Contract is accepted, subject to our
underwriting rules, an applicant can obtain temporary insurance protection
pending issuance of the Contract by submitting payment of the Minimum
Conditional Insurance Premium. The Minimum Conditional Insurance Premium
will equal three initial Death Benefit Guarantee Premiums, or, in the case
of automatic monthly payment plans, two initial Death Benefit Guarantee
Premiums. If we subsequently determines that the proposed Insured is not an
acceptable risk under our underwriting standards and rules, even if the
Minimum Conditional Insurance Premium has been paid, no temporary insurance
coverage will have been provided and any premium paid will be refunded
(without interest).

Upon delivery of the Contract, you must pay the balance (if any) of the
Minimum Contract Issuance Premium. The Minimum Contract Issuance Premium
will equal the initial Scheduled Premium selected by you (see "Amount and
Timing of Premiums" below), or, in the case of automatic monthly payment
plans, the greater of the Minimum Conditional Insurance Premium or the
initial Scheduled Premium. If the Date of Issue precedes the Contract Date
and the Minimum Contract Issuance Premium otherwise required would not
provide a premium payment sufficient to cover the next Contract Month, we
will require additional Scheduled Premium payment(s) sufficient to cover
through the next Contract.

The Date of Issue is the date we use to determine Contract Months, Contract
Years, Monthly Anniversaries and Contract Anniversaries. It will be shown on
page 3 of the Contract. The Contract Date is the date on which we will
allocate the initial Net Premium(s) to the Variable Account. The Contract
Date will be the latest of (i) the Date of Issue; (ii) the date we receive
the first premium payment on the Contract at our Home Office; and (iii) any
other date mutually agreed upon by us and you.

Until the Contract Date, we will hold premium payments in our General
Account. If a Contract is issued, we will credit interest on premium
payments held in our General Account at a rate of interest determined by us;
no interest will be credited on these premium payments if no Contract is
issued (but the full amount of any premiums paid, without deduction of any
Contract charges, will be refunded). We will credit any interest on these
premium payments to the Contract on the Contract Date in the same manner as
a premium payment, except without deduction of any Premium Expense Charge.
On the Contract Date, we will deduct the Premium Expense Charges
attributable to the premiums paid, and the balance of the amount held in the
General Account (on which no Premium Expense Charges will be imposed) will
be transferred from the General Account and allocated among the
Subaccount(s) of the Variable Account pursuant to your instructions.

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Premiums will be allocated to the Subaccounts you select on the Contract
Date.

Amount and Timing of Premiums

A Contract Owner has considerable flexibility in determining the frequency
and amount of premiums.

Scheduled Premiums. You will select a periodic premium payment schedule
(based on a periodic billing mode of annual, semi-annual, or quarterly
payment) which provides for the billing of a level premium at the specified
interval. Also, under several automatic payment plans, you can select a
monthly payment schedule pursuant to which premium payments will be
automatically deducted from a bank account or other payment source rather
than being billed. The periodic payment selected by you is called the
"Scheduled Premium".

The initial Scheduled Premium on an annualized basis will be shown in the
Contract as the "Planned Annual Premium". You are not, however, required to
pay Scheduled Premiums in accordance with the specified schedule. You have
the flexibility to alter the amount, frequency and time period over which
the premiums are paid.

Your payment of Scheduled Premiums will not guarantee that the Contract will
remain in force. Instead, the duration of the Contract depends upon the
Contract's Accumulated Value and Cash Surrender Value and upon whether the
Death Benefit Guarantee is in effect. See "CONTRACT BENEFITS--Death
Benefits" and "DEATH BENEFIT GUARANTEE". Thus, even if you pay Scheduled
Premiums, unless the Death Benefit Guarantee is in effect, the Contract will
lapse whenever

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A Contract may lapse for insufficient Cash Surrender Value or excessive
Contract Debt.

(a) the Cash Surrender Value is insufficient to pay the Monthly
Deduction or

(b) the Contract Debt exceeds the Accumulated Value less a Decrease
Charge,

and in either case if a grace period expires without your making an adequate
payment. See "Contract Lapse and Reinstatement" below.

Minimum Conditional Insurance Premium. The Minimum Conditional Insurance
Premium is the minimum premium required to provide temporary insurance
protection pending issuance of the Contract. See "Issuance of a Contract"
above.

Minimum Contract Issuance Premium. The Minimum Contract Issuance Premium is
the minimum premium required upon delivery of the Contract. See "Issuance of
a Contract" above.

Death Benefit Guarantee Premium. The Death Benefit Guarantee Premium is a
monthly premium amount specified in the Contract and determined by us. The
Death Benefit Guarantee Premium may change as the result of Contract
changes. The Death Benefit Guarantee Premium determines the payments
required to maintain the Death Benefit Guarantee. See "DEATH BENEFIT
GUARANTEE".

Premium Flexibility. Unlike some insurance contracts, the Contract frees you
from the requirement that premiums be paid in accordance with a fixed
premium schedule. Although you determine a Scheduled Premium (initially, on
an annualized basis, this premium will be called the Planned Annual
Premium), you need not make premium payments in accordance with this
schedule and the failure to make such payments will not in itself cause the
Contract to lapse. See "Contract Lapse and Reinstatement" below.

Moreover, subject to the requirements described above regarding the Minimum
Conditional Insurance Premium and the Minimum Contract Issuance Premium (see
"Issuance of a Contract" above), and to the minimum and maximum premium
limitations described below, you may make premium payments at any time
before age 100 in any amount. The Contract, therefore, provides you with the
flexibility to vary the frequency and amount of premium payments.

Premium Limitations. The Internal Revenue Code provides for exclusion of the
Death Benefit from gross income if total premium payments do not exceed
certain stated limits. In no event can the total of all premiums paid under
a Contract exceed such limits. If at any time a premium is paid which would
result in total premiums exceeding such limits, we will only accept that
portion of the premium which will make total premiums equal that amount. Any
part of the premium in excess of that amount will be refunded, and no
further premiums will be accepted until allowed by the current maximum
premium limitations set forth in the Internal Revenue Code.

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Premiums in excess of the limits of the Code will be refunded.

The maximum premium limitations set forth in the Internal Revenue Code
depend in part upon the amount of the Death Benefit at any time. As a
result, Contract changes that affect the amount of the Death Benefit may
affect whether cumulative premiums paid under the Contract exceed these
maximum premium limitations. For example, a decrease in Face Amount made at
the Contract Owner's request (see "CONTRACT BENEFITS--Death Benefits--
Ability to Change Face Amount") or made as a result of a partial surrender
(see "CONTRACT RIGHTS--Surrender Privileges--Partial Surrender"), or a
change in the Death Benefit Option (see "CONTRACT RIGHTS--Death Benefits--
Change in Death Benefit Option"), could result in cumulative premiums paid
exceeding these maximum premium limitations. To the extent that any such
Contract change would result in cumulative premiums exceeding these maximum
premium limitations, we will not execute such change.

Allocation of Premiums and Accumulated Value

Net Premiums. The Net Premium equals the premium paid less the Premium
Expense Charges. See "CHARGES AND DEDUCTIONS--Premium Expense Charges".

Allocation of Net Premiums. You will, in the application for the Contract,
indicate how your Net Premiums should be allocated to the Subaccount(s) of
the Variable Account. Until the Contract Date, premium payments will be
allocated to our General Account. If a Contract is issued, interest will be
credited on premium payments held in our General Account at a rate of
interest determined by us; no interest will be credited on these premium
payments if no Contract is issued (but the full amount of any premiums paid
will be refunded). On the Contract Date, Net Premiums, together with any
interest credited on premiums held in the General Account, will be
transferred from our General Account and allocated among the Subaccount(s)
of the Variable Account that you have chosen. Any Net Premiums received
after the Contract Date will be allocated to the Subaccount(s) you have
chosen.

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You specify how your net premiums are to be allocated among the Subaccounts.

The percentages of each Net Premium that may be allocated to any Subaccount
of the Variable Account must be in whole numbers and the sum of the
allocation percentages must be 100%. We reserve the right to adjust
allocation percentages to eliminate fractional percentages. You may change
your allocation for future Net Premiums without charge at any time by
providing us with Written Notice or by telephone (if you have completed the
Telephone Transaction Authorization Form).

The values of the Subaccount(s) of the Variable Account will vary with the
investment experience of the Subaccount(s). You bear the entire investment
risk. You should periodically review your allocations of premiums in light
of market conditions and your overall financial objectives.

You must notify us if a payment is a premium payment; otherwise, it will be
considered a loan repayment.

Transfers. You may transfer your Accumulated Value among the Subaccounts of
the Variable Account by sending us Written Notice or by telephone (if you
have completed the Telephone Transaction Authorization Form). The total
amount that you transfer each time must be at least $500 (unless the total
cash value in a Subaccount is less than $500, in which case the entire
amount may be transferred). No fees are currently charged for transfers. We
may postpone transfers in certain circumstances. See "GENERAL PROVISIONS--
Postponement of Payments". Under present law, transfers are not taxable
transactions.

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You may transfer amounts among the Subaccounts subject to certain
restrictions.

The provisions described above can be illustrated as follows. If a Contract
Owner wishes to transfer a total of $500 or more, any amount can be
transferred from the various Subaccounts (for example, $300 from the Money
Market Subaccount and $200 from the Income Subaccount, or any other
combination that totals $500 or more). A Contract Owner may transfer a total
of less than $500 only if the amount transferred from each Subaccount equals
the total Accumulated Value in that Subaccount (for example, a $300 total
transfer taken totally from the Money Market Subaccount when $300 represents
the total Accumulated Value in that Subaccount, or a $300 total transfer
taken $200 from the Money Market Subaccount and $100 from the Income
Subaccount when these amounts represent the total Accumulated Value in these
Subaccounts).

Telephone Transfers. Telephone transfers are available when you complete the
Telephone Transaction Authorization Form. If you elect to complete that
form, you thereby agree that we and our agents and employees will not be
liable for any loss, liability, cost or expense when we and our agents and
employees act in accordance with the telephone transfer instructions that
have been properly received and recorded on voice recording equipment. If a
telephone authorization or instruction, processed after you have completed
the Telephone Transaction Authorization Form, is later determined not to
have been made by you or was made without your authorization, and a loss
results from such unauthorized instruction, you bear the risk of this loss.
We will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. In the event we do not employ such
procedures, we may be liable for any losses due to unauthorized or
fraudulent instructions. Such procedures may include among others, requiring
forms of personal identification prior to acting upon telephone
instructions, providing written confirmation of such instructions and/or
tape recording telephone instructions.

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You may arrange to make transfers by telephone.

You should periodically review your allocation of Accumulated Value in light
of market conditions and your overall financial objectives.

Special Transfer Service--Dollar Cost Averaging. We administer a dollar cost
averaging program which enables you to pre-authorize a periodic exercise of
the transfer rights described above. Your entering into a dollar cost
averaging agreement will instruct us to periodically transfer predetermined
dollar amounts from the Money Market Subaccount to as many of three other
Subaccounts as specified by you until the amount in the Money Market
Subaccount is exhausted or you terminate the agreement.

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You may establish a dollar cost averaging program.

The dollar cost averaging program is generally suitable for Contract Owners
making a substantial deposit to the Contract and who wish to use the other
Subaccount investment options, but desire to control the risk of investing
at the top of a market cycle. The dollar cost averaging program allows such
investments to be made in equal installments over time in an effort to
reduce such risk. Dollar cost averaging does not guarantee that the Variable
Account will gain in value, nor will it protect against a decline in value
if market prices fall. However, if a Contract Owner can continue to invest
regularly throughout changing market conditions, it can be an effective
strategy to help meet long-term goals. Contract Owners interested in the
dollar cost averaging program may obtain an application and full information
concerning the program and its restrictions from us.

Contract Lapse and Reinstatement

Lapse. Your failure to make a Scheduled Premium payment will not itself
cause a Contract to lapse. Subject to the Death Benefit Guarantee (see
"DEATH BENEFIT GUARANTEE"), lapse will only occur when

(a) the Cash Surrender Value is insufficient to cover the Monthly
Deduction or

(b) Contract Debt exceeds the Accumulated Value less any Decrease
Charge, and

in either case if a grace period expires without a sufficient payment. Even
if the Cash Surrender Value is insufficient to cover the Monthly Deduction,
the Contract will not lapse if the Death Benefit Guarantee is in effect.

Because unearned prepaid loan interest will not be included in Contract Debt
(see definition of "Contract Debt" in section entitled "DEFINITIONS"), the
Cash Surrender Value (which is Accumulated Value less any Contract Debt and
any Decrease Charge) will always include any unearned prepaid loan interest.
This means that, in effect, unearned prepaid loan interest will be applied
to keep the Contract in force because this amount will be available to pay
the Monthly Deduction and because the grace period for the Contract does not
commence until the Cash Surrender Value is insufficient to cover the Monthly
Deduction. Any payment you make after unearned prepaid loan interest has
been applied in this manner will first be used to replace unearned prepaid
loan interest so applied.

The Contract provides for a 61-day grace period that is measured from the
date on which we send notice. Thus, the Contract does not lapse, and the
insurance coverage continues, until the expiration of this grace period. We
will send you notice on or after the Monthly Anniversary on which (a) the
Cash Surrender Value is insufficient to pay the Monthly Deduction chargeable
on the Monthly Anniversary or (b) the Contract Debt exceeds the Accumulated
Value less any Decrease Charge. The notice will specify the payment required
to keep the Contract in force and the length of the grace period.

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You have a 61-day grace period to make a payment sufficient to avoid lapse.

In order to prevent lapse, you must during the grace period make a premium
payment or make a loan repayment sufficient to (a) increase the Cash
Surrender Value (that is, the Accumulated Value less any Contract Debt and
any Decrease Charge) to an amount sufficient to cover any unpaid Monthly
Deductions or (b) reduce Contract Debt to an amount equal to or less than
the Accumulated Value less any Decrease Charge. Failure to make a sufficient
payment within the grace period will result in lapse of the Contract without
value.

At the commencement of the grace period, we will transfer your Contract's
Accumulated Value attributable to the Variable Account (that is, the
Accumulated Value in excess of the amount held in the Loan Account) into our
General Account. If you make sufficient payments during the grace period to
avoid lapse of the Contract, then any Accumulated Value in excess of the
amount to be held in the Loan Account will be reallocated to the Variable
Account upon receipt of such payments. The amount reallocated to the
Variable Account will be reduced by the amount of any Monthly Deductions not
paid during the grace period. The amount allocated to the Variable Account
will be allocated among the Subaccount(s) in the same proportion as the
Accumulated Value was transferred to the General Account from the
Subaccount(s) at the commencement of the grace period.

If a sufficient payment is made during the grace period, we will allocate
Net Premiums among the Subaccount(s) according to the current Net Premium
allocation and then any amount required to pay unpaid Contract charges will
be deducted. See "Allocations of Premiums and Accumulated Value" above.

If the Insured dies during the grace period, the proceeds under the Contract
will equal the amount of the Death Benefit and any additional life insurance
benefits on the Insured provided by rider as of the Monthly Anniversary on
or immediately preceding the commencement of the grace period, reduced by
any Contract Debt and any unpaid Monthly Deductions.

If a sufficient payment is not made during the grace period, the Contract
will lapse without value and insurance coverage will end as of the
expiration of the grace period. The Contract will have no Accumulated Value
or Cash Surrender Value upon termination of the Contract.

On any Monthly Anniversary when the Death Benefit Guarantee is in effect,
the Contract will not lapse. See "DEATH BENEFIT GUARANTEE".

Reinstatement. A Contract that lapses without value may be reinstated at
any time within 5 years after the expiration of the grace period by
submitting the following items to us:

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You may reinstate your Contract within 5 years after lapse.

(1) Written application for reinstatement;

(2) Evidence of insurability satisfactory to us;

(3) Payment or reinstatement of any Contract Debt (including interest
earned during the grace period) that existed on the date the grace
period expired; and

(4) A payment that is sufficient to cover:

(a) payment of any unpaid Monthly Deductions for the grace
period; and

(b) a premium repayment sufficient to increase Cash Surrender
Value (that is, the Accumulated Value less any Contract Debt
and any Decrease Charge) to an amount at least equal to the
Monthly Deductions and interest on Contract loans for the
next two Contract Months, based on Unit Values on the date of
reinvestment.

The amount of your Cash Surrender Value on the date of reinstatement will
equal the Accumulated Value on that date less any reinstated Contract Debt
and any reinstated Decrease Charge (discussed below). The amount of
Accumulated Value on the date of reinstatement will equal:

(a) the Accumulated Value as of the expiration of the grace period
before termination of the Contract; plus

(b) any premiums received at the time of reinstatement, reduced by the
Premium Expense Charges; less

(d) the Monthly Deduction for the next Contract Month.

Contract charges will, in effect, be calculated and reinstated on a
reinstated Contract as if the Contract had been reinstated effective as of
the expiration of the grace period. Any Decrease Charge and any Initial
Monthly Charge that applied to the Contract at the expiration of the grace
period will be reinstated. The period of time from Contract lapse until
Contract reinstatement will not be taken into account in determining when
the 15-year-time periods for the Decrease Charge and the Initial Monthly
Charge expire or in determining when the first Contract Year expires for the
purpose of calculating the Contingent Deferred Sales Charge (see "CHARGES
AND DEDUCTIONS--Accumulated Value Charges--Decrease Charge--Amount of
Contingent Deferred Sales Charge"). Moreover, the Monthly Deductions and any
loan interest that would have otherwise been payable during the grace period
must be paid before reinstatement.

See Appendix E for information about differences in the Decrease Charge and
the Deferred Administrative Charge on VUL 1 contracts.

The effective date of reinstatement will be the date on which the
reinstatement application was approved.

The Death Benefit Guarantee cannot be reinstated after lapse of the
Contract. See "DEATH BENEFIT GUARANTEE".

CHARGES AND DEDUCTIONS

We will deduct charges in connection with the Contract to compensate us for:

(a) providing the insurance benefits set forth in the Contract and any
additional insurance benefits added by rider;

(b) administering the Contract;

(d) incurring expenses in distributing the Contract.

The nature and amount of these charges are described more fully below.

Premium Expense Charges

Sales Charges. Sales charges, generally called "sales load", will be
deducted to compensate us for the costs of selling the Contract. These costs
include sales commissions, the printing of prospectuses and sales
literature, and advertising. There are two types of sales load under the
Contract. The first, a front-end sales load, is 5% of each premium payment.
It will be deducted from each premium payment prior to allocation of the Net
Premium to the Variable Account. The second, the Contingent Deferred Sales
Charge, which is part of the Decrease Charge, will reduce the Contract's
Accumulated Value in the Variable Account in the event of full surrender or
lapse of the Contract, or in part upon a requested decrease in the Face
Amount. See "Charges Against Accumulated Value--Decrease Charge" below.

Text box reads:
We deduct a 5% load from each premium payment.

The sales charges in any Contract year are not necessarily related to actual
distribution expenses incurred during that Contract Year. Instead, we expect
to incur the majority of distribution expenses in the early Contract Years
and to recover any deficiency over the life of the Contract. To the extent
that sales and distribution expenses exceed sales loads (both front-end and
deferred) in any year, we will pay them from our other assets or surplus in
our General Account, which includes amounts derived from the Mortality and
Expense Risk Charge. (See "Accumulated Value Charges--Mortality and Expense
Risk Charge" below).

Text box reads:
We also deduct a Contingent Deferred Sales Charge as a part of the Decrease
Charge.

Premium Processing Charge. We will deduct an amount equal to $1.00 per
premium payment ($.50 for automatic payment plans) to compensate us for the
cost of collecting and processing premiums. This amount will be deducted
from each premium payment prior to its allocation to the Variable Account.
We reserve the right to increase this charge to an amount not exceeding
$2.00 per premium payment ($1.00 for automatic payment plans).

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We deduct a premium processing charge of $1.00 from each premium.

Accumulated Value Charges

Decrease Charge

The Contract provides for the Decrease Charge, which is a deferred charge
that will be imposed if you surrender the Contract or let it lapse, or in
part if you request a decrease in the Face Amount, in each case at any time
before 180 Monthly Deductions have been made after issuance of a Contract or
after a requested increase in Face Amount. The term "Decrease Charge" is
used to describe this charge because, during the applicable 15-year period,
the charge is imposed in connection with a decrease in the Face Amount,
either as a result of a requested decrease in Face Amount or as the result
of lapse or full surrender of the Contract (which can be viewed as a
decrease in the Face Amount to zero).

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We assess a Decrease Charge on surrender, lapse or decrease in face amount.

The Decrease Charge consists of the Contingent Deferred Sales Charge
(described below) and the Deferred Administrative Charge (described below).
The Contingent Deferred Sales Charge compensates us for the cost of selling
the Contracts, including sales commissions, the printing of prospectuses and
sales literature, and advertising. The Deferred Administrative Charge
reimburses us for administrative expenses in connection with the issuance of
the Contract, including medical exams, review of applications for insurance
underwriting decisions, and processing the applications and establishing
Contract records. (Similar administrative and sales expenses are expected in
connection with future changes in the Contract initiated by the Contract
Owner which involve "insurability" decisions, such as applications for
increases in Face Amount.)

The following sections describe how the amount of the Contingent Deferred
Sales Charge and the Deferred Administrative Charge will be determined and
how these charges will be deducted from Accumulated Value.

Amount of Contingent Deferred Sales Charge--Initial Face Amount. At Contract
issuance, we will compute a maximum Contingent Deferred Sales Charge equal
to 25% of the CDSC Premium. This premium amount is used solely for the
purpose of calculating the Contingent Deferred Sales Charge. The Contingent
Deferred Sales Charge actually imposed will equal the maximum Contingent
Deferred Sales Charge unless a limitation keyed to 25% of actual premiums
paid applies to the Contract. The Contingent Deferred Sales Charge for the
initial Face Amount, if imposed, will never exceed the lesser of (a) 25% of
the CDSC Premium and (b) 25% of actual premiums paid (before deducting
Premium Expense Charges) during the first Contract Year.

The maximum Contingent Deferred Sales Charge calculated as described above
(subject to the limitation keyed to 25% of actual premiums paid), will
remain level until the fifth Contract Anniversary. Commencing on the fifth
Contract Anniversary, and then on each subsequent Monthly Anniversary until
120 Monthly Deductions have been made on and after the fifth Contract
Anniversary, the maximum Contingent Deferred Sales Charge will be reduced as
of each Monthly Anniversary in level amounts equal to approximately .83%
(10% on an annual basis) of the maximum Contingent Deferred Sales Charge.
This means that the actual Contingent Deferred Sales Charge will be reduced
to 80% of the maximum Contingent Deferred Sales Charge after approximately 7
Contract Years, 60% of the maximum after approximately 9 Contract Years, 40%
of the maximum after approximately 11 Contract Years, 20% of the maximum
after approximately 13 Contract Years, and zero after approximately 15
Contract Years.

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The Contingent Deferred Sales Charge will not exceed 25% of premiums paid
during the first Contract Year.

The CDSC Premium is an annual premium amount determined by us on the same
basis as the Death Benefit Guarantee Premium (see "DEATH BENEFIT
GUARANTEE"), except that the CDSC Premium, unlike the Death Benefit
Guarantee Premium, will not take into account any additional charge for an
Insured in a substandard premium class, any charge for additional insurance
benefits added by rider, or the basic monthly administrative charge of
$10.00 per month, or any premium processing charge.

The maximum Contingent Deferred Sales Charge based on the applicable CDSC
Premium will be shown in the Contract. Even though the Death Benefit
Guarantee Premium may change after issuance of the Contract, once the CDSC
Premium is determined, it will not change. The CDSC Premium will never
exceed the "guideline annual premium", as that term is defined under SEC
Rule 6e-3(T), for the Contract.

Amount of Contingent Deferred Sales Charge--Increases in Face Amount. If the
Face Amount is increased, we will compute a maximum Contingent Deferred
Sales Charge for the increase equal to 25% of the CDSC Premium for the
increase. The Contingent Deferred Sales Charge actually imposed will equal
this maximum Contingent Deferred Sales Charge unless a limitation keyed to
25% of the amount of premiums attributable to the increase applies. The
Contingent Deferred Sales Charge for an increase, if imposed, will never
exceed the lesser of (a) 25% of the CDSC Premium for the increase and (b)
25% of the amount of premiums attributable to the increase made during the
12 Contract Months after the effective date of the increase. Like the
similar limitation for the initial Face Amount, the CDSC Premium for the
increase will never exceed the "guideline annual premium", as that term is
defined under SEC Rule 6e-3(T), for the increase.

A special rule applies to determine "the amount of premiums attributable to
the increase" because additional premium payments are not required to fund a
requested increase in Face Amount. The premiums attributable to the increase
will equal the sum of a proportionate share of the Cash Surrender Value on
the effective date of the increase plus a proportionate share of premium
payments made on the effective date of the increase or during the 12
Contract Months after the effective date of the increase. This means that,
in effect, a portion of the existing Cash Surrender Value will be deemed to
be a premium payment for the increase, and subsequent premium payments will
be prorated. The proportion of existing Cash Surrender Value and subsequent
premium payments attributable to the increase will equal the ratio of the
increase in Face Amount to the resulting total Face Amount after the
increase.

For example, if the Face Amount is increased from $100,000 to $200,000, the
ratio of the increase to the resulting total Face Amount is 1/2
($100,000/$200,000). If the Cash Surrender Value on the effective date of
the increase is $5,000 and premium payments totaling $3,000 are made during
the 12 Contract Months after the effective date of the increase, the
premiums attributable to the increase would be 1/2 ($5,000) + 1/2 ($3,000),
or a total of $4,000.

The part of the Contingent Deferred Sales Charge attributable to the
increase will be charged and reduced in accordance with the same principles
as applicable to the basic Contingent Deferred Sales Charge. It will remain
at the maximum level through approximately five years from the effective
date of the increase in Face Amount. It will then be reduced in level
monthly amounts equal to approximately .83% (10% on an annual basis) of the
maximum Contingent Deferred Sales Charge for the increase. Thus, after the
120th Monthly Deduction following the fifth anniversary of the increase, the
Contingent Deferred Sales Charge on the increase will be reduced to zero.

Amount of Deferred Administrative Charge. At Contract issuance, we will
compute a Deferred Administrative Charge. In general, this charge will equal
an amount per $1,000 of Face Amount based upon the initial Face Amount, the
Insured's Attained Age at Contract issuance, the Insured's gender, and
whether the Insured is a tobacco user. For Insureds with an Attained Age
under 18, the Deferred Administrative Charge will equal an amount per $1,000
of Face Amount based upon the initial Face Amount and the Insured's Age at
Contract issuance. The maximum Deferred Administrative Charge per $1,000 of
Face Amount will be determined from Appendix C. As shown in Appendix C, the
Deferred Administrative Charge per $1,000 of Face Amount will be less for
Contracts having a Face Amount at issuance that equal or exceed the
following amounts: $500,000-$999,999; and $1,000,000.

Text box reads:
The Decrease Charge includes a Deferred Administrative Charge.

Montana has enacted legislation that requires that cost of insurance rates
and other charges applicable to Contracts purchased in Montana cannot vary
on the basis of the Insured's gender, and so, in Montana, this charge will
not be based on the gender of the Insured.

The maximum Deferred Administrative Charge, as determined at Contract
issuance, will be reduced as Monthly Deductions are made. Beginning on the
Date of Issue, and continuing on each Monthly Anniversary until 180 Monthly
Deductions have been made, this Deferred Administrative Charge will be
reduced in level amounts equal to approximately .55% of the maximum Deferred
Administrative Charge (or a 6 2/3% reduction of the maximum Deferred
Administrative Charge on an annual basis). In this way, the Deferred
Administrative Charge will be reduced to zero as of the Monthly Anniversary
when the 180th Monthly Deduction is made.

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The Deferred Administrative Charge decreases to zero after 15 years.

Text box reads:
A separate Deferred Administrative Charge is calculated for a face amount
increase.

The maximum Deferred Administrative Charge for an increase will be
determined on the effective date of the increase and will then be reduced in
level amounts equal to .55% of the maximum Deferred Administrative Charge
(or a 6 2/3% reduction of the maximum Deferred Administrative Charge on an
annual basis) as Monthly Deductions are taken until 180 Monthly Deductions
have been made after the effective date of the increase, when the Deferred
Administrative Charge on the increase will be reduced to zero.

The administrative expenses covered by the Deferred Administrative Charge
are the same expenses covered by the Initial Monthly Charge included in the
Monthly Deduction. See "Accumulated Value Charges--Monthly Deduction" below.
Even though the same administrative expenses are covered by both charges, we
will not be reimbursed twice for these issuance expenses. Except as
described below for spouse riders, these two charges have been calculated so
that these administrative expenses related to issuance will generally be
collected either through the Monthly Deduction (which covers these charges
through the Initial Monthly Charge) or through the Decrease Charge (which
covers these charges through the Deferred Administrative Charge). Each of
these charges applies until 180 Monthly Deductions have been made, and the
scheduled reductions in the Deferred Administrative Charge described above
over this period have been calculated to take into account the amount of
issuance expenses that would have already been collected through the Initial
Monthly Charge. In effect, the collection of the Deferred Administrative
Charge included in the Decrease Charge, which would be collected only upon
lapse or surrender of the Contract or in part upon a requested decrease in
Face Amount, would be an "acceleration" of the amounts that otherwise would
have been paid during this 15-year period through the Initial Monthly Charge
included in the Monthly Deduction. If the Deferred Administrative Charge is
imposed in part due to a requested decrease in Face Amount, the amount of
the Initial Monthly Charge will be reduced accordingly (see "CHARGES AND
DEDUCTIONS--Monthly Deduction--Initial Monthly Charge").

The discussion in the immediately preceding paragraph does not apply to
spouse riders. The Deferred Administrative Charge is not an "acceleration"
of the Initial Monthly Charge applicable to any spouse rider providing
insurance benefits on the Insured's spouse. An Initial Monthly Charge will
arise upon issuance of a spouse rider, but no Deferred Administrative Charge
will be calculated. If the Contract lapses or is surrendered when the
Initial Monthly Charge applies for a spouse rider, this charge will not be
collected through the Deferred Administrative Charge or otherwise, unless
the Contract is reinstated (see "PAYMENT AND ALLOCATION OF PREMIUMS--
Contract Lapse and Reinstatement").

Method of Deduction and Effect of Decrease Charge. The Decrease Charge will
be treated as a deduction against your Accumulated Value, and will
compensate us for sales and issuance expenses described above upon surrender
or lapse of the Contract or in part upon your request for a decrease in Face
Amount. Otherwise, the Decrease Charge will not be taken out of the
Accumulated Value held for investment under the Contract. The Accumulated
Value will continue to reflect the investment experience of the selected
Subaccount(s), although the Decrease Charge will be treated as a deduction
for purposes of determining the Contract's Cash Surrender Value.

This treatment will affect various Contract rights. Deducting the Decrease
Charge in determining the Cash Surrender Value will affect

(a) the amount available for Contract loans (see "CONTRACT RIGHTS-
Loan Privileges"),

(b) the amount available in connection with full or partial surrenders
(see "CONTRACT RIGHTS--Surrender Privileges"), and

(c) the amount available to pay Monthly Deductions, which will,
subject to the Death Benefit Guarantee (see "DEATH BENEFIT
GUARANTEE"), determine the Contract's duration and possible lapse
(see "PAYMENT AND ALLOCATION OF PREMIUMS--Contract Lapse and
Reinstatement").

If you request a decrease of the Face Amount, that part of any existing
Decrease Charge attributable to the decrease will reduce the Accumulated
Value attributable to your Contract, and the Decrease Charge will be reduced
by this amount. The amount by which the Decrease Charge is reduced will be
allocated against the Subaccount(s) of the Variable Account in the same
manner that Monthly Deductions are allocated against the Subaccount(s). See
"Charges Against Accumulated Value--Monthly Deductions" below. If the Cash
Surrender Value is not sufficient to cover the Decrease Charge imposed in
connection with the requested decrease, the requested decrease will not be
made.

The Decrease Charge imposed for a requested decrease in Face Amount will be
determined by using the Decrease Charge then applicable to various parts of
the current Face Amount in the following order: (a) the Decrease Charge for
the most recent increase; (b) the Decrease Charge for the next most recent
increases successively; and (c) the Decrease Charge for the initial Face
Amount.

The calculation of the Decrease Charge for requested decreases can be
illustrated as follows. Assume that a Contract has an initial Face Amount of
$100,000, and the Face Amount is first increased by $20,000, and then
increased by $30,000, and then the Face Amount is decreased by $40,000. The
Decrease Charge imposed for the $40,000 decrease would be determined by
using the Decrease Charge for the most recent increase in Face Amount
($30,000) and then adding a proportionate part of the Decrease Charge for
the next most recent increase ($10,000/$20,000, or one-half of the Decrease
Charge for that increase). If, instead, the requested decrease was $60,000,
the Decrease Charge imposed for the $60,000 decrease would be determined by
using the Decrease Charge for the two increases (which were $30,000 and
$20,000, respectively) and then adding a proportionate part of the Decrease
Charge for the initial Face Amount ($10,000/$100,000, or one-tenth of the
Decrease Charge for the initial Face Amount).

If, alternatively, it is assumed that a Contract has an initial Face Amount
of $100,000, and the Face Amount is first decreased by $20,000, then
increased by $50,000, and then decreased by $30,000, the Decrease Charge on
the requested decreases would be as follows. The Decrease Charge imposed for
the first decrease ($20,000) would be determined by using a proportionate
part of the Decrease Charge for the initial Face Amount ($20,000/$100,000,
or one-fifth of the Decrease Charge for the initial Face Amount). The
Decrease Charge imposed for the second decrease ($30,000), would be
determined by using a proportionate part of the Decrease Charge for the most
recent increase ($30,000/$50,000, or six-tenths of the Decrease Charge for
that increase.

Reinstatement of Decrease Charge. If a Contract lapses and is then
reinstated, any Decrease Charge applicable at the time of lapse will also be
reinstated. See "PAYMENT AND ALLOCATION OF PREMIUMS--Contract Lapse and
Reinstatement".

See Appendix E for information about differences in the Decrease Charge and
the Deferred Administrative Charge on VUL 1 contracts.

Monthly Deduction

Charges will be deducted on the Contract Date and each Monthly Anniversary
from the Accumulated Value of the Contract (the "Monthly Deduction") to
compensate us for administrative expenses and the insurance provided by the
Contract. The Monthly Deduction consists of three components-

Text box reads:
We also make certain charges monthly.

(a) the cost of insurance,

(b) insurance underwriting and expenses in connection with issuing the
Contract or any increase in Face Amount, and the costs of ordinary
administration of the Contract, and

Because portions of the Monthly Deduction, such as the cost of insurance,
can vary from month to month, the Monthly Deduction itself will vary in
amount from month to month.

We will take the Monthly Deduction on the Contract Date and on each
subsequent Monthly Anniversary prior to the Insured's Attained Age 100. (On
the Contract Date, a Monthly Deduction covering the period of time from the
Date of Issue until the first Monthly Anniversary will be deducted and, if
any Monthly Anniversary occurs prior to the Contract Date, the Monthly
Deduction(s) for such Monthly Anniversaries will also be made on the
Contract Date.) The Monthly Deduction will be deducted from the Accumulated
Value of the Contract by redeeming units from the Subaccounts of the
Variable Account. The Monthly Deduction will be allocated against each
Subaccount in the same proportion that the Contract's Accumulated Value in
each Subaccount bears to the total Accumulated Value of the Contract, less
the Accumulated Value in the Loan Account, at the Monthly Anniversary.
Subject to our approval, you may specify a different allocation for the
Monthly Deduction.

Cost of Insurance. Because the cost of insurance depends upon several
variables, the cost for each Contract Month can vary from month to month. We
will determine the monthly cost of insurance charge by multiplying the
applicable cost of insurance rate or rates by the net amount at risk for
each Contract Month. The net amount at risk on any Monthly Anniversary is
the amount by which the Death Benefit which would have been payable on that
Monthly Anniversary exceeds the Accumulated Value on that Monthly
Anniversary. For the purposes of this calculation, the Death Benefit will be
divided by 1.0040741, which reduces the net amount at risk by taking into
account assumed monthly earnings at an annual rate of 5%. In general, the
actual cost of insurance rate will be lower for Contracts having a Face
Amount at issuance or after a requested increase that equal or exceed the
following amounts: $500,000-$999,999; and $1,000,000.

We will determine the monthly cost of insurance separately for each
component of the net amount at risk, using the cost of insurance rate
applicable to the component, in the following order:

(1) the initial Face Amount;

(2) successively, each increase in Face Amount up to the Face Amount
in force, in the order in which the increase took effect; and

(3) any Death Benefit that would be payable by reason of Accumulated
Value calculations (that is, whenever the Death Benefit is based
on the applicable percentage of Accumulated Value) over the Face
Amount in force.

For example, when a Contract Owner has elected to make an increase in the
Face Amount, the monthly cost of insurance would be computed separately on
the initial Face Amount using the cost of insurance rate for the premium
class determined upon Contract issuance, and to each increase in Face Amount
using the cost of insurance rate for the premium class determined for such
increase as specified in the supplement to the Contract evidencing that
increase.

Because the monthly cost of insurance must be determined separately for each
component of the net amount at risk described above, the Accumulated Value
must be allocated to each component. For purposes of determining the net
amounts at risk for each component if Option B is in effect, the Accumulated
Value will first be considered a part of the initial Face Amount, and then
each successive increase in the Face Amount. If the Accumulated Value is
greater than the initial Face Amount, it will be considered a part of each
increase in order, starting with the first increase.

When Option A is in effect, the Accumulated Value is not included within the
Face Amount. Accordingly, the cost of insurance rates applicable will be the
rate(s) applicable to the Face Amount (and any increases in Face Amount).
The cost of insurance rate applicable to the remaining Death Benefit, if
any, that would be payable by reason of Accumulated Value calculations
(which is the remainder of the net amount at risk) will be that applicable
to the initial Face Amount.
Any change in the net amount at risk will affect the total cost of insurance
paid by the Contract Owner. For example, because generally the net amount at
risk equals the excess of the Death Benefit over the Accumulated Value, the
net amount at risk may be affected by changes in the Accumulated Value, in
the Face Amount, or in the Death Benefit Option in effect. See "CONTRACT
BENEFITS--Death Benefits--Accumulated Value and Cash Surrender Value".

Cost of Insurance Rate. Cost of insurance rates will be based on the Face
Amount and the gender, issue age, Attained Age and premium class of the
Insured. The actual monthly cost of insurance rates will be based on our
expectations as to future mortality experience. They will not, however, be
greater than the guaranteed cost of insurance rates set forth in the
Contract. These guaranteed rates are based on the Insured's Attained Age and
the 1980 Commissioners Standard Ordinary Mortality Table.

Any change in the cost of insurance rates will be based on the Initial Face
Amount and any requested increases in Face Amount, and will apply to all
Insureds of the same premium class, gender, issue age and Attained Age. In
general, the actual cost of insurance rate will be lower for Contracts
having a Face Amount at issuance or after a requested increase that equal or
exceed the following amounts: $500,000-$999,999; and $1,000,000.

Montana has enacted legislation that requires that cost of insurance rates
applicable to Contracts purchased in Montana cannot vary on the basis of the
Insured's gender. Therefore, for Contracts issued in the state of Montana,
the cost of insurance rate will not be based on the basis of gender. In
connection with certain employment-related plans, cost of insurance rates
may in some circumstances not distinguish between men and women. See
"EMPLOYMENT-RELATED BENEFIT PLANS".

Premium Class. The premium class of an Insured will affect the cost of
insurance rates. We currently places Insureds into standard premium classes
and into rated premium classes, which involve a higher mortality risk. In an
otherwise identical Contract, an Insured in the standard premium class will
have a lower cost of insurance than an Insured in a premium class with
higher mortality risks. The premium classes are also divided into two
categories: tobacco users and non-tobacco users. Non-tobacco user Insureds
will generally incur lower cost of insurance rates than Insureds who are
classified as tobacco users. In addition, certain Insureds over Attained Age
18 and less than Attained Age 75 who are non-tobacco users and who meet
special underwriting requirements may be classified as preferred. An
Insured in a preferred premium class will have a lower cost of insurance
than an Insured in a standard or rated premium class.

Text box reads:
We place Insureds in special classes where the mortality risk is higher.

Any Insured with an Attained Age at issuance under 18 will not be classified
initially as a tobacco user or a non-tobacco user. When the Insured reaches
Attained Age 18, he or she will then be classified as a tobacco user, unless
the Insured provides satisfactory evidence that he or she is a non-tobacco
user. (We will provide notice to you of the opportunity for the Insured to
be classified as a non-tobacco user when the Insured reaches Attained Age
18.)

Monthly Administration Charge. We have primary responsibility for the
administration of the Contract and the Variable Account. As a result, we
expect to incur certain ordinary administrative expenses and certain
issuance expenses. A monthly administration charge included in the Monthly
Deduction will be used to reimburse us for these expenses, except to the
extent that these expenses are reimbursed through the collection of the
Deferred Administrative Charge included in the Decrease Charge, which is, in
effect, an "acceleration" of the initial administrative charge described
below.

There are two administrative charges included in the monthly administration
charge--a basic monthly administrative charge that is collected every
Contract Month and an initial monthly charge that is deducted as part of the
first 180 Monthly Deductions (the "Initial Monthly Charge") following
Contract issuance and following any requested increase in Face Amount.

Text box reads:
There are two charges taken monthly for administrative expenses.

Basic Monthly Administrative Charge. We will deduct a basic monthly
administrative charge of $10.00 from the Accumulated Value on the Contract
Date and each Monthly Anniversary prior to the Insured's Attained Age 100 as
part of the Monthly Deduction. This charge is intended to reimburse us for
ordinary administrative expenses expected to be incurred, including record
keeping, processing Death Benefit claims, certain Contract changes,
preparing and mailing reports, and overhead costs.

Initial Monthly Charge. We will deduct the Initial Monthly Charge from the
Accumulated Value as part of the first 180 Monthly Deductions following
Contract issuance, commencing with the Monthly Deduction(s) collected on the
Contract Date. This monthly charge will equal an amount per $1,000 of Face
Amount based upon the Insured's Attained Age at Contract issuance and,
except for Insureds with an Attained Age at Contract issuance under 18, the
Insured's gender and upon whether the Insured is a tobacco user or not. The
Initial Monthly Charge per $1,000 of Face Amount will be determined from
Appendix D. As shown in Appendix D, the Initial Monthly Charge will be less
for Contracts having a Face Amount at issuance that equal or exceed the
following amounts: $500,000-$999,999; and $1,000,000.

If the Face Amount is increased, we will deduct a separate Initial Monthly
Charge for Increases from the Accumulated Value as part of the first 180
Monthly Deductions after the increase. The deductions will begin with the
Monthly Anniversary on which the increase becomes effective. We will
determine this separate Initial Monthly Charge for Increases in the same
manner as for the initial Face Amount, except that the Insured's Attained
Age on the effective date of the increase will be used and the charge per
$1,000 of Face Amount to be applied to the increase will be based on the
amount of the entire new Face Amount after giving effect to the increase.

If a spouse rider providing additional insurance benefits on the Insured's
spouse is added, we will deduct a separate Initial Monthly Charge from the
Accumulated Value as part of the first 180 Monthly Deductions after the
issuance of the spouse rider. The deductions will begin with the Monthly
Anniversary on which the spouse rider becomes effective. This additional
Initial Monthly Charge will be determined in the same manner as for the
initial Face Amount, except that the spouse's Attained Age and tobacco user
status and gender on the effective date of the rider will be used.

Montana has enacted legislation that requires that cost of insurance rates
and other charges applicable to Contracts purchased in Montana cannot vary
on the basis of the Insured's gender. Therefore, in Montana, this charge
will not be based on the gender of the Insured.

The Initial Monthly Charge is intended to reimburse us for administrative
expenses in connection with the issuance of the Contract, including medical
exams, review of applications for insurance underwriting decisions, and
processing of the applications and establishing Contract records. Similar
expenses are expected in connection with future changes in the Contract
initiated by the Contract Owner which involve "insurability" decisions, such
as applications for increases in Face Amount and the issuance of spouse
riders.

The issuance expenses covered by the Initial Monthly Charge are the same
expenses covered by the Deferred Administrative Charge included in the
Decrease Charge. See "CHARGES AND DEDUCTIONS--Accumulated Value Charges--
Decrease Charge" above. We will not, however, be reimbursed twice for these
expenses. As described above (see "CHARGES AND DEDUCTIONS--Accumulated Value
Charge--Decrease Charge"), and except in the case of charges attributable to
spouse riders (see discussion below), if a Contract lapses or is totally
surrendered during the 15-year period when the Initial Monthly Charge
applies, or if a requested decrease in Face Amount occurs during the 15-year
period when the Initial Monthly Charge generally applies, the Initial
Monthly Charge will, in effect, generally be "accelerated" and collected in
the form of the Deferred Administrative Charge included in the Decrease
Charge.

Because the Deferred Administrative Charge included in the Decrease Charge
is in effect an "acceleration" of the Initial Monthly Charge, the imposition
of the Deferred Administrative Charge will generally eliminate or reduce the
Initial Monthly Charge. If the Contract lapses or is totally surrendered
during the 15-year period when the Initial Monthly Charge applies so that
the Decrease Charge is imposed, the Initial Monthly Charge will not be
collected. If the Face Amount is decreased at the Contract Owner's request
during this 15-year period so that the Decrease Charge (including the
Deferred Administrative Charge) is imposed in part, we will reduce the
Initial Monthly Charge because of the Deferred Administrative Charge imposed
(being applied to reduce proportionately or eliminate the Initial Monthly
Charge attributable to that portion of the Face Amount covered by the
Decrease Charge).

If a Contract lapses and is then reinstated, we will reinstate the Initial
Monthly Charge until a total of 180 Monthly Deductions have been taken. See
"PAYMENT AND ALLOCATION OF PREMIUMS--Contract Lapse and Reinstatement".

No Deferred Administrative Charge will be calculated for the issuance of a
spouse rider, even though a separate Initial Monthly Charge will be
calculated for spouse riders. As a result, the Initial Monthly
Administrative Charge attributable to a spouse rider will not be
"accelerated" and collected in the form of the Deferred Administrative
Charge upon surrender or lapse or upon a requested decrease in Face Amount.
If a lapse or total surrender of the Contract or a cancellation of the
spouse rider occurs during the 15-year period when an Initial Monthly Charge
applies for a spouse rider, the charge will not be collected. If a requested
decrease on a spouse rider occurs during this 15-year period, the Initial
Monthly Charge attributable to the spouse rider will be reduced
proportionately.

Additional Insurance Benefits Charges. The Monthly Deduction will include
charges for any additional insurance benefits added to the Contract by
rider. These charges are for insurance protection, and the monthly amounts
will be specified in the Contract. See "GENERAL PROVISIONS--Additional
Insurance Benefits".

See Appendix E for information about differences in the Monthly Deduction,
including the cost of insurance rates, basic monthly administrative charge,
and the Initial Monthly Charge on VUL 1 contracts.

Partial Surrender Charge

We will deduct a partial surrender charge of $25 or 2% of the surrender
amount requested, whichever is less, from the amount withdrawn for each
partial surrender to compensate us for the administrative costs in effecting
the requested payment and in making necessary calculations for any
reductions in Face Amount which may be required by reason of the partial
surrender. This charge is guaranteed not to increase.

Text box reads:
We make a partial surrender charge of the lesser of 2%or $25.

Charges Against the Variable Account

Mortality and Expense Risk Charge. We will deduct a daily charge (the
"Mortality and Expense Risk Charge") from the value of the net assets of the
Variable Account to compensate us for mortality and expense risks we assume.
We have determined that a Mortality and Expense Risk Charge at an annual
rate of .75% of the average daily net assets of each Subaccount would be
reasonable in relation to the mortality and expense risks we assume under
the Contract. We will, however, initially impose a Mortality and Expense
Risk Charge at an annual rate of .60% (or a daily rate of .001644). We
guarantee not to increase the Mortality and Expense Risk Charge above an
annual rate of .75%. We will deduct the daily charge from the net asset
value of the Variable Account, and therefore the Subaccounts, on each
Valuation Date. When the previous day or days were not a Valuation Date, the
deduction on the Valuation Date will be .001644% multiplied by the number of
days since the last Valuation Date.

Text box reads:
Our current Mortality and Expense Charge is .60% annually of the net assets
of each Subaccount.

The mortality risk we assume is that Insureds may live for a shorter time
than projected because of inaccuracies in the projections, and that an
aggregate amount of Death Benefits greater than that projected accordingly
will be payable. The expense risk assumed is that expenses incurred in
issuing and administering the Contracts will exceed the administrative
charges provided in the Contracts.

Taxes. Currently, we make no charge against the Variable Account for Federal
income taxes. We may, however, make such a charge in the future if income or
gains within the Variable Account will incur any Federal income tax
liability. Charges for other taxes, if any, attributable to the Variable
Account may also be made. See "FEDERAL TAX MATTERS".

Investment Advisory Fee of the Fund. Because the Variable Account purchases
shares of the Fund, the net assets of the Variable Account will reflect the
investment advisory fee incurred by the Fund. As investment adviser to the
Fund, we charge the Fund a daily investment advisory fee equal to an annual
rate of .40% of the aggregate average daily net assets of the Money Market,
Income, High Yield, Growth, Mid Cap Growth, and Opportunity Growth
Portfolios. We also charge the Fund an annual investment advisory fee equal
to .85% of the aggregate average daily net assets of the World Growth
Portfolio. See "LUTHERAN BROTHERHOOD AND THE VARIABLE ACCOUNT--LB Series
Fund, Inc.", and the accompanying current prospectus for the Fund.

DEATH BENEFIT GUARANTEE

General. If you meet the requirement described below for the Death Benefit
Guarantee, we guarantee that the Contract will not lapse.

Whenever the Monthly Deduction to be made would result in a Cash Surrender
Value less than zero, any excess of Accumulated Value over Contract Debt
will be used to pay the Monthly Deduction. If available Accumulated Value is
less than the Monthly Deduction then due and the Death Benefit Guarantee is
in effect, we will pay the deficiency.

If the Death Benefit Guarantee terminates, the Contract will not necessarily
lapse. For a discussion of the circumstances under which the Contract may
lapse, see "PAYMENT AND ALLOCATION OF PREMIUMS--Contract Lapse and
Reinstatement".

Text box reads:
A Death Benefit Guarantee is available to prevent lapse.

The Death Benefit Guarantee provides significant protection against lapse of
the Contract. First, to the extent Cash Surrender Value declines due to poor
investment performance, the Death Benefit Guarantee may be necessary to
avoid lapse of the Contract. Second, during the early Contract Years, the
Cash Surrender Value will generally not be sufficient to cover the Monthly
Deduction, so that the Death Benefit Guarantee will be necessary to avoid
lapse of the Contract. This occurs because the Decrease Charge usually
exceeds the Accumulated Value in these years. You should also consider that
if an increase in Face Amount is requested, an additional Decrease Charge
would apply for the 15 years following the increase, which could create a
similar possibility of lapse as exists during the early Contract Years.
THUS, EVEN THOUGH THE CONTRACT PERMITS PREMIUM PAYMENTS LESS THAN THE
PAYMENTS REQUIRED TO MAINTAIN THE DEATH BENEFIT GUARANTEE, YOU WILL LOSE THE
SIGNIFICANT PROTECTION PROVIDED BY THE DEATH BENEFIT GUARANTEE BY PAYING
LESS THAN THE PREMIUMS REQUIRED TO MAINTAIN THE GUARANTEE.

WHEN CONSIDERING CONTRACT LOANS (see "CONTRACT RIGHTS--Loan Privileges") OR
PARTIAL SURRENDERS (see "CONTRACT RIGHTS--Surrender Privileges"), YOU SHOULD
KEEP IN MIND THAT A CONTRACT LOAN OR PARTIAL SURRENDER COULD CAUSE
TERMINATION OF THE DEATH BENEFIT GUARANTEE BECAUSE THE AMOUNT OF ANY PARTIAL
SURRENDER OR CONTRACT LOAN AMOUNT WILL, SUBJECT TO CERTAIN EXCEPTIONS, BE
DEDUCTED FROM CUMULATIVE PREMIUM PAYMENTS IN DETERMINING WHETHER THE
REQUIREMENTS FOR THE DEATH BENEFIT GUARANTEE HAVE BEEN MET.

Death Benefit Guarantee Requirement. The Death Benefit Guarantee applies if
the total cumulative premiums paid (before deduction of the Premium Expense
Charges) under the Contract, less any partial surrenders and the Loan
Amount, equals or exceeds the sum of the Death Benefit Guarantee Premiums
(described below) on each Monthly Anniversary since the issuance of the
Contract. If the Death Benefit Guarantee requirement is not met but the Cash
Surrender Value less any unearned interest is greater than or equal to the
sum of the Death Benefit Guarantee Premiums from the Date of Issue through
that Monthly Anniversary, then the sum of premiums paid as used above will
be deemed to increase through that date to the amount necessary to meet the
Death Benefit Guarantee requirement.

In addition, a portion of any partial surrender or Contract Loan Amount may
be excluded when determining if the Death Benefit Guarantee requirement is
met. The amount excluded is calculated on the date of the partial surrender
or Contract loan and is equal to the lesser of:

1) The amount of the partial surrender or unpaid Contract loan; and

2) The excess, if any, of the Cash Surrender Value less unearned
prepaid loan interest over the greater of (a) and (b) where:

a) Is the sum of premiums paid less the amount of any partial
surrenders and Contract loans not previously excluded when
determining if the Death Benefit Guarantee requirement was met;
and

b) Is the sum of Death Benefit Guarantee Premiums from the Date of
Issue through the Monthly Anniversary on or next after the date
of the partial surrender or Contract loan.

These calculations for Death Benefit Guarantee compliance are intended to
provide you with the flexibility to take advantage of certain increases in
Cash Surrender Value without losing the benefit of the Death Benefit
Guarantee. First, by "deeming" the sum of premiums paid to be increased
under the circumstances described above for purposes of the Death Benefit
Guarantee, you can take advantage of increases in Cash Surrender Value by
reducing or suspending actual premium payments so long as the Cash Surrender
Value, less any unearned prepaid loan interest, remains at a sufficient
level to maintain the Death Benefit Guarantee under the formula described
above.

Second, by excluding part of a partial surrender or a Contract loan under
the circumstances described above for purposes of the Death Benefit
Guarantee, you can take advantage of increases in Cash Surrender Value by
withdrawing a part of such increases by means of a partial surrender or
Contract loan, provided that on the date of such surrender or loan the Cash
Surrender Value, less any unearned prepaid loan interest, is at a sufficient
level under the formula described above. Of course, any such actions taken
by you will have the effect (directly or indirectly) of reducing the Cash
Surrender Value, which may mean that less Cash Surrender Value will be
available for future Contract charges and for determining future compliance
with the requirements for the Death Benefit Guarantee. You should also
consider the other effects of varying the amount and frequency of premium
payments (see "PAYMENT AND ALLOCATION OF PREMIUMS") and of partial
surrenders and Contract loans (see "CONTRACT RIGHTS--Loan Privileges" and
"CONTRACT RIGHTS--Surrender Privileges").

If sufficient premium payments have been made, the Death Benefit Guarantee
will apply until the specified Attained Age of the Insured shown in the
Contract, which Attained Age will be the later of (a) the Insured's Attained
Age 71 and (b) the Attained Age of the Insured at the end of a period
ranging from 8 to 34 years (varying with the Insured's Attained Age at
issue) from the Date of Issue.

We will determine on each Monthly Anniversary whether the requirements for
the Death Benefit Guarantee have been satisfied, but premiums need not be
paid on a monthly basis. If, as of any Monthly Anniversary, you have not
made sufficient premium payments to maintain the Death Benefit Guarantee,
the Death Benefit Guarantee will terminate immediately, subject to only a
limited right of reinstatement, as described below under "Reinstatement".

See Appendix E for information about differences in the Death Benefit
Guarantee on VUL 1 contracts.

Reinstatement. After termination of the Death Benefit Guarantee, we will
send written notice to you that the Death Benefit Guarantee has terminated.
You will have 31 days from the date such notice is sent to reinstate the
Death Benefit Guarantee. The written notice of termination will indicate the
premium payment required to reinstate the Death Benefit Guarantee. If we do
not receive this required premium payment within 31 days after the written
notice is sent, the Death Benefit Guarantee will remain terminated and can
never be reinstated. During this 31 day reinstatement period, you will not
have the protection of the Death Benefit Guarantee.

WHEN DETERMINING THE AMOUNT AND FREQUENCY OF PREMIUM PAYMENTS, YOU SHOULD
CAREFULLY CONSIDER THAT THE DEATH BENEFIT GUARANTEE TERMINATES IMMEDIATELY
WHEN THE REQUIREMENTS DESCRIBED ABOVE ARE NOT SATISFIED, AND THE ABILITY TO
REINSTATE THE DEATH BENEFIT GUARANTEE PERMANENTLY EXPIRES ON THE FOLLOWING
MONTHLY ANNIVERSARY OF THE CONTRACT 31 DAYS AFTER WE SEND WRITTEN NOTICE OF
TERMINATION.

Death Benefit Guarantee Premium. The Contract will state the monthly premium
amount required to maintain the Death Benefit Guarantee (the "Death Benefit
Guarantee Premium"). The Death Benefit Guarantee Premium is determined by us
based upon a formula taking into account -

* the applicable cost of insurance charge for the Insured, using the
Insured's actual premium class (see "CHARGES AND DEDUCTIONS--Monthly
Deduction--Cost of Insurance");

* a percentage of assumed monthly Death Benefit Guarantee Premium
payment together with an assumed premium processing charge;

* the applicable Initial Monthly Charge (see "CHARGES AND DEDUCTIONS-
Monthly Deduction--Initial Monthly Charge");

* the charge for any additional insurance benefits added by rider (see
"GENERAL PROVISIONS--Additional Insurance Benefits"); and

* the basic monthly administrative charge of $10.00 per month (see
"CHARGES AND DEDUCTIONS--Monthly Deduction--Basic Monthly
Administrative Charge").

Due to the factors considered in calculating these charges, the Death
Benefit Guarantee Premium will vary depending upon, among other things,

* the Insured's gender,

* the Insured's Attained Age,

* the Insured's premium class,

* the Face Amount,

* the Death Benefit Option, and

* which additional insurance benefits, if any, are added by rider.

The Death Benefit Guarantee Premium will change as the result of certain
Contract changes, including an increase or decrease in Face Amount; a change
in Death Benefit Option; a change in premium class; and an increase,
decrease, addition or deletion of additional insurance benefits. Whenever
the Death Benefit Guarantee Premium changes, the Contract Owner will be
notified promptly of the new Death Benefit Guarantee Premium.

CONTRACT RIGHTS

Loan Privileges

General. You may at any time after the Contract Date borrow money from us
using the Contract as the only security for the loan. You may at any time
after the Contract Date obtain Contract loans in an amount not exceeding in
the aggregate 90% of the excess of Accumulated Value over any Decrease
Charge on the date of any loan. Loans have priority over the claims of any
assignee or other person. The loan may be repaid in full or in part at any
time while the Insured is living.

Text box reads:
You may borrow up to 90% of the excess of the Accumulated Value over the
Decrease Charge.

See Appendix E for information about differences in Loan Privileges on VUL 1
contracts.

As used in this Prospectus, the term "Loan Amount" means the sum of all
unpaid Contract loans (including any prepaid loan interest added to the then
outstanding Loan Amount), and the term "Debt" means the sum of all unpaid
Contract loans less any unearned prepaid loan interest). The Loan Amount is
used in calculating whether the requirement for the Death Benefit Guarantee
has been satisfied (see "DEATH BENEFIT GUARANTEE"). Contract Debt is used in
calculating the Contract's Cash Surrender Value (see "CONTRACT BENEFITS--
Accumulated Value and Cash Surrender Value") the amount of Death Benefit
proceeds payable to the beneficiary (see "CONTRACT BENEFITS--Death
Benefits"), and (in some cases) in determining whether the Contract will
lapse (see "PAYMENT AND ALLOCATION OF PREMIUMS--Contract Lapse and
Reinstatement).

Allocation of Contract Loan. We will allocate a Contract loan among the
Subaccounts of the Variable Account in the same proportion that your
Contract's Accumulated Value in each Subaccount bears to the Contract's
total Accumulated Value in the Variable Account, as of the day on which the
request is received or, if that is not a Valuation Date, on the next
following Valuation Date. With our approval, you can select a different
allocation.

Loans will normally be paid within seven days after receipt of Written
Notice. Postponement of loans may take place under certain circumstances.
See "GENERAL PROVISIONS--Postponement of Payments".

Interest. The interest rate we charge on Contract loans accrues daily at an
annual rate of 7.4%, payable in advance, which is equivalent to a fixed rate
of 8% per year. Loan interest is calculated on a prepaid basis, and is
payable in advance at the time any Contract loan is made (for the rest of
the Contract Year) and at the beginning of each Contract Year thereafter
(for that entire Contract Year). If interest is not paid when due, it will
be added to the loan balance and will bear interest at the same rate. If
death or full surrender occurs before the next Contract Anniversary,
unearned interest will be added to the proceeds payable.

Effect of Contract Loans. Accumulated Value equal to the portion of the
Contract loan allocated to each Subaccount will be transferred from the
Subaccount to the Loan Account, thereby reducing the Contract's Accumulated
Value in that Subaccount.

As long as the Contract is in force, Accumulated Value in the Loan Account
will be credited with interest at an effective annual rate of 6%. NO
ADDITIONAL INTEREST WILL BE CREDITED TO THESE ASSETS. The interest earned
during a Contract Month will be credited at the end of the Contract Month.
Any interest credited will be allocated to the Subaccount(s) in proportion
to the Accumulated Value in the respective Subaccounts. See "PAYMENT AND
ALLOCATION OF PREMIUMS--Allocation of Premiums and Accumulated Value".

Although Contract loans may be repaid at any time, Contract loans will
permanently affect the Contract's potential Accumulated Value and Cash
Surrender Value and may permanently affect the Death Benefit under the
Contract. The effect on Accumulated Value and Death Benefit could be
favorable or unfavorable depending on whether the investment performance of
the Accumulated Value in the Subaccount(s) is less than or greater than the
interest being credited on the assets in the Loan Account while the loan is
outstanding. Compared to a Contract under which no loan is made, values
under the Contract will be lower when such interest credited is less than
the investment performances of assets held in the Subaccount(s). In
addition, the Death Benefit proceeds will be reduced by the amount of any
outstanding Contract Debt.

THE AMOUNT OF ANY CONTRACT LOAN WILL, SUBJECT TO CERTAIN EXCEPTIONS, BE
DEDUCTED FROM CUMULATIVE PREMIUM PAYMENTS IN DETERMINING WHETHER THE
REQUIREMENTS FOR THE DEATH BENEFIT GUARANTEE HAVE BEEN SATISFIED. AS A
RESULT, A CONTRACT LOAN COULD RESULT IN TERMINATION OF THE DEATH BENEFIT
GUARANTEE. See "DEATH BENEFIT GUARANTEE".

Repayment of Contract Debt. You may repay Debt at any time while the Insured
is living. Each repayment must be at least $25. If not repaid, we will
deduct Debt from any proceeds payable under the Contract. As Debt is repaid,
your Contract's Accumulated Value held in the Subaccount(s) of the Variable
Account will be restored and any prepaid interest attributable to the repaid
amount will likewise be allocated to the Subaccount(s) in the same
proportion as Debt repayments will be allocated. We will allocate the amount
of such repayment (as well as any prepaid loan interest that was unearned by
us at the time of repayment) to the Subaccount(s) of the Variable Account in
the same proportion that the Contract's Accumulated Value in a Subaccount
bears to the Contract's total Accumulated Value in the Variable Account (you
may select a different allocation basis with our approval). See "PAYMENT AND
ALLOCATION OF PREMIUMS--Allocation of Premiums and Accumulated Value".

When the entire Debt is repaid, interest that would be credited upon the
assets held in the Loan Account during the period from the last Monthly
Anniversary to the date of repayment will also be allocated to the
Subaccount(s) in the same proportion as Debt repayments will be allocated.
We will allocate the repayment of Debt as of the date on which the repayment
is received or, if that is not a Valuation Date, on the next following
Valuation Date.

You must notify us if a payment is a premium payment; otherwise, it will be
considered a loan repayment.

Tax Considerations. Under the Technical and Miscellaneous Revenue Act of
1988, any loans taken from a "modified endowment contract" will be treated
as a taxable distribution. In addition, with certain exceptions, a ten
percent (10%) additional income tax penalty would be imposed on the portion
of any loan that is included in income. See "FEDERAL TAX MATTERS--Contract
Proceeds".

Surrender Privileges

At any time before the death of the Insured, you may partially or totally
surrender the Contract by sending Written Notice to us. The Cash Surrender
Value will equal the Accumulated Value less any Contract Debt and any
Decrease Charge. You may elect to have the amount paid in cash or under a
settlement option. See "CONTRACT BENEFITS--Payment of Contract Benefits".

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You may withdraw all or a portion of the Contract's Cash Surrender Value.

Full Surrender. If you surrender the Contract in full, you will be paid the
Cash Surrender Value of the Contract determined as of the date a Written
Notice requesting surrender is received by us(or as of such later date as
you shall specify in the Written Notice), or, if this date is not a
Valuation Date, the next following Valuation Date. To surrender the Contract
fully, you must deliver the Contract to us along with the Written Notice
requesting surrender.

Partial Surrender. You may surrender the Contract in part for any amount, as
long as the amount of the partial surrender is at least $500 and as long as
the remaining Cash Surrender Value is not less than $500 (in each case with
the Cash Surrender Value being determined on the day Written Notice is
received by us, or if this is not a Valuation Date, the next following
Valuation Date). The amount surrendered, including any surrender charge,
will be deducted from the Subaccount(s) of the Variable Account in the same
proportion that your Accumulated Value in the respective Subaccount(s) bears
to the Contract's total Accumulated Value in the Subaccount(s) at that time
(you may select a different allocation basis with our approval). A surrender
charge of $25 or 2% of the surrender amount requested, whichever is less,
will be deducted by us from the amount withdrawn. For a discussion of
certain limitations and considerations applicable to partial surrenders, see
"Partial Surrenders--Certain Other Considerations" below.

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A partial surrender must be at least $500.

Effect of Partial Surrenders on Face Amount and Death Benefit. A partial
surrender will always decrease the Death Benefit and may also decrease the
Face Amount. As described below, the effect of a partial surrender on the
Death Benefit and the Face Amount may vary depending upon the Death Benefit
Option in effect and whether the Death Benefit is based on the applicable
percentage of Accumulated Value.

Option A--Effect of Partial Surrenders. The effect of a partial surrender on
the Face Amount and Death Benefit under Option A can be described as
follows. The Face Amount will never be decreased by a partial surrender. A
partial surrender will, however, always decrease the Death Benefit under
Option A by one of the following amounts:

* If the Death Benefit equals the Face Amount plus the Accumulated Value, a
partial surrender will reduce the Accumulated Value by the amount of the
partial surrender and thus the Death Benefit will also be reduced by the
amount of the partial surrender.

Illustration. For the purpose of this illustration (and any following
illustrations of partial surrenders), assume that the Attained Age of the
Insured is under 40, and there is no Contract Debt. (The applicable
percentage is 250% for an Insured with an Attained Age of 40 or below. See
"CONTRACT BENEFITS--Death Benefits".)

Under Option A, a Contract with a Face Amount of $100,000 and an Accumulated
Value of $60,000 will have a Death Benefit of $160,000 ($100,000 + $60,000).
Assume that the Contract Owner wishes to take a partial surrender of
$20,000. Because the Death Benefit equals the Face Amount plus the
Accumulated Value, the partial surrender will reduce the Accumulated Value
to $40,000 ($60,000 - $20,000 = $40,000) and the Death Benefit to $140,000
($100,000 + $40,000). The Face Amount is not changed.

* If the Death Benefit immediately prior to the partial surrender is based
on the applicable percentage of Accumulated Value, the Death Benefit will
be reduced to equal, the greater of (a) the Face Amount plus Accumulated
Value after deducting the partial surrender and (b) the Death Benefit
based on the applicable percentage of Accumulated Value after deducting
the partial surrender.

Illustration. Under Option A, a Contract with a Face Amount of $100,000 and
an Accumulated Value of $80,000 will have a Death Benefit of $200,000
($80,000 X 2.5). Assume that the Contract Owner wishes to take a partial
surrender of $20,000. Because the Death Benefit is based on the applicable
percentage of Accumulated Value, the partial surrender will reduce the
Accumulated Value to $60,000 ($80,000 - $20,000) and the Death Benefit to
the greater of (a) the Face Amount plus the Accumulated Value ($100,000 +
$60,000 = $160,000), and (b) the Death Benefit based on the applicable
percentage of Accumulated Value ($60,000 X 2.5 = $150,000). Therefore, the
Death Benefit will be $160,000. The Face Amount is not changed.

Option B--Effect of Partial Surrenders. The effect of a partial surrender
on the Face Amount and Death Benefit under Option B can be described as
follows:

* If the Death Benefit equals the Face Amount, a partial surrender will
reduce the Face Amount and the Death Benefit by the amount of the partial
surrender.

Illustration. Under Option B, a Contract with a Face Amount of $100,000 and
an Accumulated Value of $30,000 will have a Death Benefit of $100,000 (that
is, the Face Amount). Assume that the Contract Owner wishes to take a
partial surrender of $10,000. The partial surrender will reduce the
Accumulated Value to $20,000 ($30,000 - $10,000) and the Death Benefit and
Face Amount to $90,000 ($100,000 - $10,000).

* If the Death Benefit is based on the applicable percentage of Accumulated
Value and the amount of the partial surrender multiplied by the
applicable percentage is less than the Death Benefit immediately prior to
the partial surrender minus the Face Amount at that time, the Face Amount
will not be reduced and the Death Benefit will be reduced by the amount
of the partial surrender multiplied by the applicable percentage.

Illustration. Under Option B, a Contract with a Face Amount of $100,000 and
an Accumulated Value of $60,000 will have a Death Benefit of $150,000
($60,000 X 2.5). Assume that the Contract Owner wishes to take a partial
surrender of $10,000. The amount of the partial surrender multiplied by the
applicable percentage ($10,000 X 2.5 = $25,000) is less than the Death
Benefit minus the Face Amount prior to the partial surrender ($150,000 -
$100,000 = $50,000). Because the Death Benefit is based on the applicable
percentage of Accumulated Value and the amount of the partial surrender
multiplied by the applicable percentage is less than the Death Benefit minus
the Face Amount, the Face Amount will not be reduced and the Death Benefit
will be reduced by the amount of the partial surrender multiplied by the
applicable percentage ($150,000 - ($10,000 X 2.5) = $125,000). This is also
the Death Benefit based on the applicable percentage of Accumulated Value
after the partial surrender (($60,000 - $10,000) X 2.5 = $125,000).

* If the Death Benefit immediately prior to the partial surrender is based
on the applicable percentage of Accumulated Value and the amount of the
partial surrender multiplied by the applicable percentage exceeds the
Death Benefit immediately prior to the partial surrender minus the Face
Amount at that time, the Face Amount will be reduced by an amount equal
to

(a) the amount of the partial surrender, less

(b) the result obtained by dividing

(i) the difference between the Death Benefit and the Face Amount
immediately prior to the partial surrender by

(ii) the applicable percentage.

The Death Benefit will be reduced to equal the Face Amount after the partial
surrender.

Illustration. Under Option B, a Contract with a Face Amount of $100,000 and
an Accumulated Value of $60,000 will have a Death Benefit of $150,000
($60,000 X 2.5). Assume that the Contract Owner wishes to take a partial
surrender of $30,000. The amount of the partial surrender multiplied by the
applicable percentage ($30,000 X 2.5 = $75,000) exceeds the Death Benefit
minus the Face Amount prior to the partial surrender ($150,000 - $100,000 =
$50,000). Because the Death Benefit is based on the applicable percentage of
Accumulated Value and the amount of the partial surrender multiplied by the
applicable percentage exceeds the Death Benefit minus the Face Amount, the
Face Amount will be reduced by an amount equal to

(1) the amount of the partial surrender, less

(2) the result obtained by dividing

(A) the difference between the Death Benefit and the Face Amount
prior to the partial surrender by

(B) the specified percentage ($30,000 - (($150,000 - $100,000)
(divided by) 2.5)) = $10,000).

The Face Amount after the partial surrender will be $90,000 ($100,000 -
$10,000) and the Death Benefit will be $90,000.

Partial Surrenders--Certain Other Considerations. THE AMOUNT OF ANY PARTIAL
SURRENDER WILL, SUBJECT TO CERTAIN EXCEPTIONS, BE DEDUCTED FROM CUMULATIVE
PREMIUM PAYMENTS IN DETERMINING WHETHER THE REQUIREMENTS FOR THE DEATH
BENEFIT GUARANTEE HAVE BEEN SATISFIED. AS A RESULT, A PARTIAL SURRENDER
COULD RESULT IN TERMINATION OF THE DEATH BENEFIT GUARANTEE. See "DEATH
BENEFIT GUARANTEE".

Because a partial surrender can affect the Face Amount and the Death Benefit
(as described above), a partial surrender may also affect the net amount at
risk under a Contract. The net amount at risk is, in general, the difference
between the Death Benefit and the Accumulated Value and will be used in
calculating the cost of insurance protection provided under the Contract.
See "CHARGES AND DEDUCTIONS--Accumulated Value Charges--Monthly Deduction--
Cost of Insurance".

A request for partial surrender will not be implemented if or to the extent
the requested partial surrender would reduce the Face Amount below $5,000.
Also, if a partial surrender would decrease the Face Amount, to the extent
that the partial surrender would result in cumulative premiums exceeding the
maximum premium limitations applicable under the Internal Revenue Code for
life insurance, we will not effect such partial withdrawal. See "PAYMENT AND
ALLOCATION OF PREMIUMS--Amount and Timing of Premiums--Premium Limitations".

Tax Considerations. Under the Technical and Miscellaneous Revenue Act of
1988, any surrender of a "modified endowment contract" will be treated as a
taxable distribution. In addition, with certain exceptions, a ten percent
(10%) additional income tax penalty would be imposed on the portion of any
loan that is included in income. See "FEDERAL TAX MATTERS--Contract
Proceeds".

Free Look Privileges

The Contract provides for two types of "free look" privileges, one after the
application and issuance of the Contract and the other after any increase in
Face Amount.

Free Look for Contract. The Contract provides for an initial Free Look
Period. You may cancel the Contract until the latest of (a) 45 days after
Part I of the application for the Contract is signed, (b) 10 days after you
receive the Contract, and (c) 10 days after we mail or personally deliver a
notice of withdrawal right to you. Upon giving notice of cancellation and
returning the Contract (if it has been delivered), you will receive a refund
equal to the sum of

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There is a free look privilege when you purchase a Contract or increase its
face amount.

(i) the Accumulated Value (as of the date the returned Contract is
received by us at our Home Office or by our representative from
whom the Contract was purchased), without any deduction of the
Decrease Charge, plus

(ii) the amount of any Premium Expense Charges, plus

(iii) any Monthly Deductions charged against the Contract's Accumulated
Value, plus

(iv) any Mortality and Expense Risk Charges deducted from the value of
the net assets of the Variable Account attributable to the
Contract, plus

(v) the advisory fees charged by the Fund against net asset value in
the Fund Portfolios attributable to the Contract's value in the
corresponding Subaccount(s) of the Variable Account.

When state law requires a minimum refund equal to gross premiums paid, the
refund will instead equal the gross premiums paid on the Contract and will
not reflect the investment experience of the Variable Account. The notice of
withdrawal right for the Contract will include a statement of the Decrease
Charge and of the Initial Monthly Charge (included in the Monthly Deduction-
- -see "CHARGES AND DEDUCTIONS--Accumulated Value Charges--Monthly Deduction")
attributable to the Contract, as well as a form for requesting cancellation
of the Contract during the Free Look Period.

Free Look for Increase in Face Amount. Any requested increase in Face Amount
is also subject to a "free look" privilege. You may cancel a requested
increase in Face Amount until the latest of (a) 45 days after Part I of the
application for increase is signed, (b) 10 days after you receive a Contract
supplement for the increase in Face Amount, and (c) 10 days after we mail or
personally deliver a notice of withdrawal right to you. Upon requesting
cancellation of the increase, you will receive a refund, if you so request,
or otherwise a restoration of the Contract's Accumulated Value allocated
among the Subaccount(s) of the Variable Account as if it were a Net Premium,
equal to all Monthly Deductions attributable to the increase in Face Amount
(including rider costs arising from the increase).

This refund or credit will be made within seven days after we receive the
request for cancellation on the appropriate form. In addition, the Decrease
Charge will be adjusted, if necessary, so that it will be as though no
increase in Face Amount had occurred. The notice of withdrawal right upon an
increase in Face Amount will include a statement of the increase in the
Decrease Charge and of the Initial Monthly Charge for Increases (included in
the Monthly Deduction--see "CHARGES AND DEDUCTIONS--Accumulated Value
Charges--Monthly Deduction") attributable to the increase in Face Amount, as
well as a form for requesting cancellation of the increase during the Free
Look Period.

Net Premiums paid after an increase in Face Amount will be allocated to the
Subaccount(s) of the Variable Account and will not be refunded following
cancellation of the increase. Contract Owners who request an increase in
Face Amount should consider this in deciding whether to make any premium
payments during the Free Look Period for the increase.

Exchange Privileges

Exchange of the Contract. During the first 24 months following the Date of
Issue, you may on one occasion, without evidence of insurability, exchange
any Contract still in force for a fixed benefit permanent life insurance
contract issued by us. This new contract will not be dependent upon future
investment results of the Variable Account or any or our other separate
accounts. In order to make this exchange for such a contract, you must
surrender your Contract to us at our Home Office, the Insured must be living
on the exchange date, and any assignee must agree in writing to the
exchange. In addition, any Debt under the Contract must be repaid and any
amount required to pay the first premium on the new contract must be paid.

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You may exchange your Contract for a fixed benefit policy during the 24
months after the Contract is issued.

The new contract will have the same issue age, and premium class as the
Contract. The exchange will become effective on the date (the "exchange
date") that we receive the exchange request and the Contract at its Home
Office. The Contract will end at the end of the day before the exchange
date, and the new contract will become effective on the exchange date. On
the exchange date, the new contract will have, at your option, either a
death benefit equaling the Death Benefit under the Contract on the effective
date of the exchange or a net amount at risk equaling the net amount at risk
under the Contract on the effective date of the exchange. (An additional
premium payment may be required.) The Accumulated Value of the new contract
on the exchange date will vary depending upon the type of contract for which
the Contract is being exchanged. The conversion will be subject to an
equitable adjustment in payments and Contract values to reflect variances,
if any, in the payments and Contract values under the existing Contract and
the new contract. The new contract's provisions and charges will be those
that would have been applicable under our standard practices if the fixed
benefit permanent life insurance contract had been issued on the Date of
Issue. See "FEDERAL TAX MATTERS" for a discussion of the Federal income tax
consequences of an exchange.

Exchange of Increase in Face Amount. During the first 24 months following an
increase in Face Amount, you may on one occasion, without evidence of
insurability, exchange the amount of the increase in Face Amount for a fixed
benefit permanent life insurance contract. Premiums under this new contract
will be based on the same issue age and premium class of the Insured as were
applied on the effective date of the increase in the Face Amount of the
Contract. The conditions and principles applicable to an exchange of the
entire Contract for such a contract which are described immediately above
will be equally applicable to this exchange of an increase in Face Amount
for such a new contract. See "FEDERAL TAX MATTERS" for a discussion of the
Federal income tax consequences of an exchange.

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You may exchange an increase in face amount for a fixed benefit policy
during the 24 months after the increase.

GENERAL PROVISIONS

Postponement of Payments

General. We may defer payment of maturity proceeds, any loan or surrender
and any portion of the death proceeds in excess of the Face Amount if (a)
the New York Stock Exchange is closed other than customary week-end and
holiday closings, or trading on the New York Stock Exchange is restricted as
determined by the SEC, or (b) an emergency exists, as determined by the SEC,
as a result of which disposal of securities is not reasonably practicable or
it is not reasonably practicable to determine the value of the Variable
Account's net assets. Transfers and allocations of Accumulated Value to and
against the Subaccounts of the Variable Account may also be postponed under
these circumstances.

Payment by Check. Payments under the Contract of any amounts derived from
premiums paid by check may be delayed until such time as the check has
cleared the Contract Owner's bank.

Date of Receipt

Except as otherwise stated herein, the date of our receipt of any Written
Notice, premium payment, telephonic instructions or other communication is
the actual date it is received at our Home Office in proper form unless
received (1) after the close of the New York Stock Exchange, or (2) on a
date which is not a Valuation Date. In either of these two cases, the date
of receipt will be deemed to be the next Valuation Date.

The Contract

The entire Contract consists of the Contract including any attached riders
or amendments, an attached copy of the Application and any supplemental
Applications, and our Articles of Incorporation and Bylaws which are in
force on the Date of Issue. Only statements in the Application and any
supplemental Applications can be used to void the Contract or defend a
claim. The statements are considered representations and not warranties. Any
change to the Contract must be in writing and signed by our President and
Secretary. Pursuant to various applicable state laws, certain of the
provisions of the Contract may vary from state to state.

The benefits provided pursuant to the Contract through our General Account
will not change. If our solvency becomes impaired, you may be required to
make an extra payment. Our Board of Directors will determine the amount of
any extra payment. It will be based on each of our member's fair share of
the deficiency. The amount will be charged as a loan against the Contract
with interest compounded at the rate of 5% per year.

Suicide

If the Insured dies by suicide within two years (or such shorter period
provided by applicable state law) from the Date of Issue, we will pay an
amount equal to premiums paid, less any partial surrenders (and partial
surrender charges) and Contract Debt. If the Insured commits suicide within
two years after the effective date of any increase in Face Amount requiring
evidence of insurability (or such shorter period required by applicable
state law), the amount we will pay with respect to the increase will be only
an amount equal to the Monthly Deductions previously made for the increase.

Incontestability

We cannot contest the validity of a Contract after it has been in force
during the Insured's lifetime for two years from its Date of Issue, except
for any provisions granting benefits in the event of total disability.
Similar incontestability will apply to an increase in Face Amount or any
reinstatement after it has been in force during the Insured's lifetime for
two years from its effective date.

Change of Owner or Beneficiary

As long as the Contract is in force, the Contract Owner or Beneficiary may
be changed by Written Notice to us. The Contract need not be returned unless
we request. The change will take effect as of the date the request is
signed, whether or not the Insured is living when the request is received by
us. We will not, however, be liable for any payment made or action taken
before receipt of the Written Notice.

Assignment as Collateral

The Contract may be assigned as collateral. We will not be bound by the
assignment until a copy has been received at our Home Office, and we assume
no responsibility for determining whether an assignment is valid or the
extent of the assignees interest. All assignments will be subject to any
Contract Debt. The interest of any Beneficiary or other person will be
subordinate to any assignment.

Misstatement of Age or Gender

If the age or gender of the Insured has been misstated, the Accumulated
Value and/or Death Benefit will be adjusted, using the most recent cost of
insurance rates, to the amounts that would have been provided based on the
correct age and gender.

Due Proof of Death

We will accept as due proof of death of the Insured a completed claimant's
statement, which will be furnished by us, together with either a certified
death certificate or an attending physician's statement. In some
circumstances, we may require an attending physician's statement even though
a death certificate is furnished.

Reports to Contract Owners

* We will mail to Contract Owners, at their last known address of record,
within 30 days after each Contract Anniversary, annual reports confirming
the status of each Contract's values and benefits. These reports will
show the following as of the beginning and end of the Contract Year: the
Face Amount; the Death Benefit; the Accumulated Value; any outstanding
Decrease Charge; any Contract Debt; and Cash Surrender Value. The annual
reports will show how future Net Premiums will be allocated among the
Subaccount(s) pursuant to the Contract Owner's current allocation
instructions. In addition, we will mail to Contract Owners quarterly
reports that will show all Contract transactions since the last Contract
Anniversary, including, but not limited to,

* the amount and dates of premium payments (including those paid under
an automatic payment plan offered by us or those paid prior to the
initial transfer to the Subaccount(s) on the Contract Date),

* monthly charges deducted,

* loans (as well as the loan interest that became due, interest
credited from the General Account and loan repayments),

* partial surrenders,

* transfers,

* exchanges or

* an exercise of a free look privilege.

Within seven days of the following transactions, we will mail a confirmation
statement or letter to you confirming such transactions, in addition to
showing them in the quarterly and annual reports:

* any premium payment (other than those paid under an automatic
payment plan offered by us or those paid prior to the initial
transfer to the Subaccount(s) on the Contract Date, which will be
confirmed by us in the annual report),

* any Contract loan, interest payment or loan repayment,

* any change in instructions for allocation of Net Premiums or other
Contract transactions,

* any transfer of amounts among Subaccount(s) (including the initial
transfer on the Contract Date),

* any partial surrender,

* any decrease in Face Amount that results in a reduction of the
Decrease Charge and thus the assets attributable to the Contract in
the Subaccount(s),

* any restoration to Accumulated Value following an exercise of a
free-look privilege for an increase in the Face Amount and the
manner in which such amount is allocated among the Subaccount(s),

* any exercise of the free-look privilege for an increase in the Face
Amount when a refund is made,

* any exercise of the free look privilege for the Contract,

* any exchange of the Contract,

* any full surrender of the Contract, payment of a Death Benefit and
payment at Maturity Date.

Upon request, any Contract Owner will be sent a receipt for any premium
payment.

We will maintain all records relating to the Variable Account. We will mail
to Contract Owners, at their last known address of record, any reports
required by any applicable law or regulation. Each Contract Owner will also
be sent an annual and a semi-annual report for the Fund as required by the
Investment Company Act of 1940.

Additional Insurance Benefits

Subject to certain requirements, one or more of the following additional
insurance benefits may be added to the Contract at the option of the
Contract Owner by rider at the time the Contract is applied for or at a
later date. At present, these options include: additional insurance coverage
for accidental death, waiver of selected amount in the event of total
disability, term insurance on the Insured's spouse, term insurance on the
Insured's children, a right to increase the Face Amount of the Contract on
certain specified dates or life events without proof of insurability, and a
cost of living insurance adjustment without proof of insurability. We may
offer additional optional benefits in the future. The cost of any additional
insurance benefits will be deducted as part of the Monthly Deduction. See
"CHARGES AND DEDUCTIONS--Accumulated Value Charges--Monthly Deduction".

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Additional insurance benefits may be added to your Contract by rider.

The amounts of these benefits do not vary with the investment experience of
the Variable Account. Certain restrictions apply and are clearly described
in the applicable rider. Any Representative of ours authorized to sell the
Contract can explain these extra benefits further. Samples of the provisions
are available from us upon written request. Any additional insurance
benefits purchased will be described in a rider attached to the Contract.
The charge for additional insurance benefits added by rider will be
specified in the Contract or in a supplement to the Contract. An additional
charge will apply for any insurance benefits added by rider at any time
after issuance of the Contract. Cost of insurance rates for additional term
insurance benefits added by spouse rider for Contracts issued in the state
of Montana will be based on unisex rates.

The issuance of a rider providing insurance coverage on the Insured's spouse
will result in an additional Initial Monthly Charge. See "CHARGES AND
DEDUCTIONS--Accumulated Value Charges--Monthly Deduction--Initial Monthly
Charge".

Adding insurance benefits may have Federal income tax consequences. See
"FEDERAL TAX MATTERS--Contract Proceeds."

Charitability for Life

Charitability for Life (SM) is a benefit that enables Contract Owners to
increase their charitable gifts to Lutheran charitable organizations and
congregations. Charitability for Life is available for no additional premium
whenever a Contract Owner has designated a Lutheran charitable organization
or congregation as a beneficiary for at least $1,000 of Death Benefit on his
or her Contract.
Upon the death of the Insured, the Lutheran charitable organization or
congregation will receive the Death Benefit proceeds as designated, and we
will contribute an additional 10% of that amount to the charitable
organization or congregation, up to $25,000 per insured. Any legally
incorporated nonprofit Lutheran organization that qualifies under Internal
Revenue Code Section 170(c) is eligible to receive Charitability for Life
benefits. The benefit may vary state-by-state and a representative of ours
should be consulted as to whether and to what extent the benefit is
available in a particular state and on any particular Contract.

Accelerated Benefits Rider

Under certain circumstances, the Accelerated Benefits Rider allows a
Contract Owner residing in a state that has approved such rider to receive
benefits from the Contract that would be otherwise payable upon the death of
the Insured. The benefit may vary state-by-state.

The Accelerated Benefits Rider allows you to elect an accelerated payment of
all or part of the Contract's Death Benefit, adjusted to reflect current
value, at a time when certain special needs exist. The benefits paid under
the Accelerated Benefits Rider are available when we have received Written
Notice request and proof satisfactory (a certification by a doctor) that the
Insured has a life expectancy of 12 months or less (or such shorter period
provided by applicable state law), or has been confined in a nursing home
due to a condition which usually requires continuous confinement, for at
least 6 consecutive months and confinement is expected to continue for the
lifetime of the Insured. The amount of the benefit will always be less than
the Death Benefit, but will generally be greater than the Contracts'
Accumulated Value.

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You may receive an advance payment of part of the death benefit under
certain circumstances.

We will determine the amount available as an accelerated benefit. All or
part of the eligible amount may be accelerated under the Accelerated
Benefits Rider. The benefit payable for any person must be at least $10,000,
or if smaller, that person's entire eligible amount. If the entire amount is
paid, the Contract will terminate. If only a portion of the eligible amount
is paid, the Contract will remain in force. The amount of insurance, the
Loan Amount and Accumulated Value of the Contract will be reduced by the
same percentage as the percentage of the eligible amount received under the
Accelerated Benefits Rider. The benefit will be paid in a lump sum, unless
otherwise agreed to by us. With our approval, you may instead elect to have
the benefit paid in equal periodic payments over a fixed period, and the
minimum periodic payment must be at least $500. If the Insured dies before
all periodic payments have been made, we will pay the beneficiary the
present value of the remaining payments, based on the same interest rate as
that used to determine the periodic payments.

There is no charge for adding the benefit to the Contract. However, an
administrative fee (not to exceed $150) will be charged at the time the
benefit is paid. We agree that unless otherwise required by law, no benefit
will be paid if the Contract Owner is required to elect it in order to meet
the claims of creditors or to obtain a government benefit. In addition,
receipt of payment of the Accelerated Benefits rider may affect eligibility
for government sponsored benefits programs, including Medicaid. We can
furnish details about the amount of the Accelerated Benefits Rider available
to an eligible Contract Owner under a particular Contract, and the adjusted
premium payments that would be in effect if less than the entire amount
eligible for payment is paid. See "GENERAL PROVISIONS--Accelerated Benefits
Rider". The tax treatment of benefits paid under the Accelerated Benefits
Rider is currently uncertain. See "FEDERAL TAX MATTERS--Contract Proceeds--
Benefits Paid under the Accelerated Benefits Rider".

Reservation of Certain Rights

We reserve the right, to the extent permitted or required by law (including
SEC rules under the 1940 Act), to eliminate or modify certain rights
provided under the Contract:

(1) the withdrawal rights during the initial Free Look Period (see
"CONTRACT RIGHTS--Free Look Privileges--Free Look for Contract");

(2) the withdrawal rights during any Free Look Period after an
increase in Face Amount (see "CONTRACT RIGHTS--Free Look
Privileges--Free Look for Increase in Face Amount");

(3) the exchange rights during the first 24 months following the Date
of Issue (see "CONTRACT RIGHTS--Exchange Privileges--Exchange of
the Contract"); and

(4) the exchange rights during the first 24 months following an
increase in Face Amount (see "CONTRACT RIGHTS--Exchange
Privileges--Exchange of Increase in Face Amount").

We will provide Contract Owners with written notice if we exercise its right
to eliminate or modify any of these rights.

FEDERAL TAX MATTERS

The following discussion is general and is not intended as tax advice. Any
person concerned about these tax implications should consult a competent tax
adviser. This discussion is based on our understanding of the present
Federal income tax laws as they are currently interpreted by the Internal
Revenue Service. No representation is made as to the likelihood of
continuation of these current laws and interpretations. It should be further
understood that the following discussion is not exhaustive and that special
rules not described in this Prospectus may be applicable in certain
situations. Moreover, no attempt has been made to consider any applicable
state or other tax laws. We do not make any guarantee regarding the tax
status of any Contract.

Contract Proceeds

General. The Contract will qualify as a life insurance contract under
Section 7702 of the Internal Revenue Code of 1986, as amended (the "Code").
Section 7702 of the Code provides that the Contract will so qualify if it
satisfies a cash value accumulation test or a guideline premium requirement
and falls within a cash value corridor. The qualification of the Contract
under Section 7702 depends in part upon the Death Benefit payable under the
Contract at any time. To the extent a change in the Contract, such as a
decrease in Face Amount or a change in Death Benefit Option, would cause the
Contract not to qualify, we will not make the change. See "PAYMENT AND
ALLOCATION OF PREMIUMS--Amount and Timing of Premiums--Premium Limitations".

Text box reads:
The Contract will qualify as life insurance under the Code.

Death Benefits. The Death Benefit proceeds payable under either Option A or
Option B will be excludable from the gross income of the Beneficiary under
Section 101(a) of the Code.

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The death benefit is not part of the beneficiary's gross income.

Distributions. The Contract Owner will not be taxed upon the increase in
Accumulated Value of the Contract unless and until there is a taxable
distribution from the Contract.

Tax Treatment of Modified Endowment Contracts. A modified endowment contract
is any Contract that fails a special premium limitation test set forth in
the Code. This test requires that the cumulative amount paid during the
first seven years since the Date of Issue (or date of certain increases in
coverage) not exceed the cumulative amount of the level annual premium
which, in theory, would provide a paid-up Contract after seven years. If
this test is ever violated, we will notify the Contract Owner, who may then
take certain timely steps to return the Contract to non-modified endowment
contract status. This premium limitation test does not supercede the premium
limitations previously established by the Code as discussed under "Premium
Limitations" at page __of the Prospectus.

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We will notify you if your Contract becomes a Modified Endowment Contract.

If there is material change in the Contract, the Contract is treated as a
new Contract as of the date of the material change for purposes of
determining whether it will be treated as a modified endowment contract.
Such a change will create a modified endowment contract only if cumulative
amounts paid in the seven years following the change violate the new
cumulative premium limitation test. Certain increases in Contract benefits
(including increases in Face Amount and in additional insured benefits) will
trigger the start of a new seven year period from the date of this change,
along with a new level annual premium to be used in the test. In addition, a
reduction in Contract benefits at any time while the test is applicable
could in itself create a modified endowment contract, depending on certain
factors. In this case, the premium limitation test will be applied as though
the Contract were originally issued at the lower benefit unless the benefits
are reinstated in a timely manner.

Distributions from a Contract treated as a modified endowment contract are
taxable up to the amount equal to the excess (if any) of the Accumulated
Value immediately before the distribution over the investment in the
Contract at such time. Investment in the Contract is generally defined as
the premiums paid for the Contract (plus or minus any loss or gain,
respectively, transferred into the Contract as a result of a tax-free
exchange), minus any non-taxable distributions (where taxable gain
calculations are based on surrender values net of loans). Loans taken from
such a Contract, as well as surrenders and benefits paid at maturity (other
than the Death Benefit), will be treated as taxable distributions. (The
assignment or pledge of a Contract with a maximum death benefit of $25,000
or less made to secure only burial or prearranged funeral expenses is not
treated as a distribution). A ten percent (10%) additional income tax will
be imposed on the portion of any distribution from such a Contract that is
included in income except where the distribution is made on or after the
date on which the Contract Owner attains age 59 1/2, or is attributable to
the Contract Owner becoming disabled, or is a part of a series of
substantially equal periodic payments for the life or life expectancy of the
Contract Owner or the joint lives or joint life expectancies of the Contract
Owner and Beneficiary.

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Generally, a distribution from a Contract that is not a Modified Endowment
Contract is taxable to you only to the extent the distribution exceeds your
investment in the Contract.

Any withdrawal or loan proceeds that were paid 24 months prior to such a
Contract becoming a modified endowment contract will also potentially be a
taxable distribution.

Generally, interest on such Contract loans, even if paid, will not be tax
deductible.

All modified endowment contracts issued by us (or our affiliates) to the
same Contract Owner during any calendar year are treated as one modified
endowment contract for purposes of determining the amount includible in the
gross income under Section 72(e) of the Code.

Tax Treatment of Contracts that are NOT Modified Endowment Contracts. A full
surrender distribution of the Contract will, under Section 72(e)(5) of the
Code, be included in the Contract Owner's gross income to the extent it
exceeds the Contract Owner's investment in the Contract.

A partial surrender distribution from the Contract will be taxed under the
"cost recovery rule" in that the distribution will be included in the
Contract Owner's gross income to the extent it exceeds the investment in the
Contract. However, certain cash distributions received as a result of
certain Contract benefit changes will be taxed under the "interest-first"
rule if the distribution occurs during the first fifteen years after the
Contract is issued. The amount of the cash distribution to be included in
gross income will be limited to the minimum of the taxable gain and the
applicable recapture ceiling as defined in Section 7702. No ten percent
(10%) additional penalty will apply.

In addition, under Section 72(e)(5) of the Code, loans received under the
Contract will not be included in gross income. (However, loans may or may
not be taxable at the time of a full or partial surrender.) Interest paid to
us with respect to the loan is generally not deductible. Due to the
complexity of these factors, a Contract Owner should consult a competent tax
adviser as to the deductibility of interest paid on any Contract loans.

Benefits Paid under the Accelerated Benefits Rider. Adding the Accelerated
Benefits Rider to a newly issued Contract has no adverse consequences;
however, electing to use it could. If certain requirements are satisfied,
however, accelerated death benefits paid under the Accelerated Benefits
Rider to a terminally or chronically ill insured individual, as defined in
the Code, may not be subject to tax. A competent tax adviser should be
consulted for further information.

Withholding. The taxable portion of a distribution to an individual is
subject to Federal income tax withholding unless the taxpayer elects not to
have withholding. We will provide the Contract Owner with the election form
and further information as to withholding prior to the first distribution.

Changes in Contract Owners. The right to change Contract Owners may have tax
consequences, depending on a number of factors. Due to the complexity of
these factors, a Contract Owner should consult a competent tax adviser as to
the tax consequences of such a change.

Exchanges. The right to exchange the Contract for a fixed benefit permanent
life insurance contract (see "CONTRACT RIGHTS--Exchange Privileges") will be
treated as a tax-free exchange under Section 1035. A life insurance contract
received in exchange for a modified endowment contract will also be treated
as a modified endowment contract. Also, if a Contract Owner exchanges any
life insurance contract entered into before June 21, 1988, for a Contract
described in this prospectus, then the new provisions regarding modified
endowment contracts described above may apply. Accordingly, a Contract Owner
should consult a tax adviser before effecting an exchange of any life
insurance contract, including the Contract.

Other Taxes. Federal estate taxes and the state and local estate,
inheritance and other taxes may become due depending on applicable law and
the circumstances of each Contract Owner or Beneficiary, if the Contract
Owner or Insured dies. Any person concerned about the estate implications of
the Contract should consult a competent tax adviser.

Diversification Requirements. Flexible premium variable life insurance
policies such as the Contracts will be treated as life insurance contracts
under the Code, among other things, so long as the separate accounts funding
them are "adequately diversified".

The assets of the Fund are expected to meet the diversification
requirements. We will monitor the Contracts and the regulations of the
Treasury Department to insure that the Contract will continue to qualify as
a life insurance contract under Sections 7702 and 817.

Pension and Profit-Sharing Plans. If a Contract is purchased by a trust
which forms part of a pension or profit-sharing plan qualified under Section
401(a) of the Code for the benefit of participants covered under the plan,
the Federal income tax treatment of such Contracts will be somewhat
different from that described above. A competent tax adviser should be
consulted on these matters.

Our Tax Status

We do not initially expect to incur any income tax burden upon the earnings
or the realized capital gains attributable to the Variable Account. Based on
this expectation, no charge is being made currently to the Variable Account
for Federal income taxes which may be attributable to the Account. If,
however, we determine that we may incur such tax burden, we may assess a
charge for such burden from the Variable Account. In addition, if there is a
material change in state or local tax laws, charges for such taxes, if any,
attributable to the Variable Account, may be made.

EMPLOYMENT-RELATED BENEFIT PLANS

The Contracts described in this Prospectus (except for Contracts issued in
the state of Montana) contain guaranteed and current cost of insurance rates
that distinguish between men and women. On July 6, 1983, the Supreme Court
held in ARIZONA GOVERNING COMMITTEE V. NORRIS that optional annuity benefits
provided under an employer's deferred compensation plan could not, under
Title VII of the Civil Rights Act of 1964, vary between men and women on the
basis of gender. Because of this decision, the cost of insurance rates
applicable to Contracts purchased under an employment-related insurance or
benefit program may in some cases not vary on the basis of the Insured's
gender. Any unisex rates to be provided by us will apply for tax-qualified
plans and those plans where an employer believes that the NORRIS decision
applies. Contracts issued in connection with employment-related insurance
benefit plans may also be subject to different limitations with respect to
the Minimum Face Amount, increases in Face Amount, additional insurance
benefits, and issues ages.

Employers and employee organizations should consider, in consultation with
legal counsel, the impact of NORRIS, and Title VII generally, and any
comparable state laws that may be applicable, on any employment-related
insurance or benefit plan for which a Contract may be purchased.

VOTING RIGHTS

General. As stated above, all of the assets held in the Subaccounts of the
Variable Account will be invested in shares of the corresponding Portfolios
of the Fund. We are the legal owner of those shares and as such have the
right to vote to elect the Board of Directors of the Fund, to vote upon
certain matters that are required by the 1940 Act to be approved or ratified
by the shareholders of a mutual fund and at a shareholders' meeting.
However, we will, as required by law, vote the shares of the Fund at regular
and special meetings of the shareholders of the Fund in accordance with
instructions received from Contract Owners. If, however, the 1940 Act or any
regulation thereunder should be amended or if the present interpretation
thereof should change, and as a result we determine that we are permitted to
vote the Fund shares in our own right, we may elect to do so. The Fund's
Bylaws provide that regular meetings of the shareholders of the Fund may be
held on an annual or less frequent basis as determined by the Board of
Directors of the Fund. For a more complete discussion, see the accompanying
prospectus for the Fund.

Text box reads:
Generally, we will vote shares of LB Series Fund, Inc. according to your
instructions.

The number of votes which a Contract Owner has the right to instruct will be
calculated separately for each Subaccount. The number of votes which each
Contract Owner has right to instruct will be determined by dividing a
Contract's Accumulated Value in a Subaccount by the net asset value per
share of the corresponding Portfolio in which the subaccount invests.
Fractional shares will be counted. The number of votes of the Portfolio
which the Contract Owner has right to instruct will be determined as of the
date coincident with the date established by that Portfolio for determining
shareholders eligible to vote at the meeting of the Fund. Voting
instructions will be solicited by written communications prior to such
meeting in accordance with procedures established by the Fund.

Any Portfolio shares held in the Variable Account for which we do not
receive timely voting instructions, or which are not attributable to
Contract Owners, will be voted by us in proportion to the instructions
received from all Contract Owners. Any Portfolio shares held by us or our
affiliates in general accounts will, for voting purposes, be allocated to
all of our separate accounts and our affiliates having a voting interest in
that Portfolio in proportion to each such separate account's voting interest
in that Portfolio, and will be voted in the same manner as are such separate
account's votes. Voting instructions to abstain on any item to be voted upon
will be applied on a pro rata basis to reduce the votes eligible to be cast.

Each person having a voting interest in a Subaccount will receive proxy
materials, reports and other materials relating to the appropriate
Portfolio.

Disregard of Voting Instructions. We may, when required by state insurance
regulatory authorities, disregard voting instructions if the instructions
require that the shares be voted so as to cause a change in the
subclassification or investment objective of the Fund or one or more of its
Portfolios or to approve or disapprove an investment advisory contract for a
Portfolio of the Fund. In addition, we may disregard voting instructions in
favor of changes initiated by a Contract Owner in the investment policy or
the investment adviser of a Portfolio of the Fund if we reasonably
disapprove of such changes. A change would be disapproved only if the
proposed change were contrary to state law or prohibited by state regulatory
authorities or we determined that the change would have an adverse effect on
our General Account in that the proposed investment policy for a Portfolio
may result in overly speculative or unsound investments. In the event we
disregard voting instructions, a summary of that action and the reasons for
such action will be included in the next annual report of the Fund to
Contract Owners.

OUR DIRECTORS AND OFFICERS

Directors

The Directors of Lutheran Brotherhood, their principal occupations and their
addresses are:

Robert O. Blomquist, Chairman of the Board of Directors
Lutheran Brotherhood
625 Fourth Avenue South
Minneapolis, Minnesota

Richard W. Duesenberg, Director
Retired, formerly Senior Vice President, General Counsel and Secretary
Monsanto Company
One Indian Creek Lane
St. Louis, Missouri

Robert P. Gandrud, President, Chief Executive Officer and Director
Lutheran Brotherhood
625 Fourth Avenue South
Minneapolis, Minnesota

Bobby I Griffin, Director, Executive Vice President
Medtronic, Inc.
7000 Central Avenue NE
Minneapolis, Minnesota

William R. Halling, Director, President
The Economic Club of Detroit
333 W Fort Street, Suite 100
Detroit, Michigan

James M. Hushagen, Director, Partner
Eisenhower & Carlson
1200 First Interstate Plaza
Tacoma, Washington

Herbert D. Ihle, Director, President
Diversified Financial Services
10453 Shelter Grove
Eden Prairie, Minnesota

Richard C. Kessler, Director, President
The Kessler Enterprise, Inc.
6649 Westwood Boulevard, Suite 130
Orlando, Florida

Judith K. Larsen, Director, Vice President
Dataquest
3790 LaSelva
Palo Alto, California

Luther S. Luedtke, Director, Professor
California Lutheran University
60 West Olsen Road
Thousand Oaks, California

John P. McDaniel, Director, President
Medlantic Health Group, Inc.
100 Irving Street, N.W.
Washington, D.C.

Mary Ellen H. Schmider, Director, Retired, formerly Dean of Graduate
Studies - Coordinator of Grants
Moorhead State University
7701 Island Lane
180th Street
Chippewa Falls, Wisconsin

Albert K. Siu, Director, Vice President
AT&T
19 School House Road, Room A107
Somerset, New Jersey

<TABLE>

Executive Officers

Name Principal Occupation
<S> <C>
Robert P. Gandrud President and Chief Executive Officer
Rolf F. Bjelland Executive Vice President - Investments
David W. Angstadt Executive Vice President and Chief Marketing Officer
David J. Larson Senior Vice President, Secretary and General Counsel
Dr. Edward A. Lindell Senior Vice President - External Affairs
Michael E. Loken Senior Vice President - Management Information Services
Bruce J. Nicholson Executive Vice President and Chief Operating Officer
William H. Reichwald Executive Vice President - Steward Project
Jennifer H. Martin Senior Vice President - Human Resources
Jerald E. Sourdiff Senior Vice President and Chief Financial Officer
Daniel G. Walseth Senior Vice President - Law
Mary M. Abbey Vice President - Client Systems
Galen R. Becklin Vice President - Management Information Services
Larry A. Borlaug Vice President - Prototype Development
Colleen Both Vice President - Chief Compliance Officer
J. Keith Both Senior Vice President - Marketing
Randall L. Boushek Vice President - Portfolio Manager
Michael R. Braun Vice President - Management Information Services
David J. Christianson Vice President - Insurance Services
Pamela H. Desnick Vice President - Communications
Nathan A. Dungan Vice President - Marketing
Mitchell F. Felchle Vice President - Institutional Relations Group
Charles E. Heeren Vice President - Bond Investments
Wayne A. Hellbusch Regional Vice President
Otis F. Hilbert Vice President - Law
Roger W. Howe Vice President - Tech Competencies
Gary J. Kallsen Vice President - Mortgages and Real Estate
Fred O. Konrath Vice President - Marketing
Douglas B. Miller Regional Vice President - Marketing
C. Theodore Molen Regional Vice President - Marketing
Susan Oberman Smith Vice President - Product Management
James R. Olson Senior Vice President - Member Services
Kay J. Owen Vice President - Corporate Administration
Dennis K. Peterson Vice President - Corporate Scorecard
Bruce M. Piltingsrud Vice President - Member Strategies
Richard B. Ruckdashel Vice President - Product Marketing
Rolf H. Running Vice President - New Ventures Group
Lynette J.C. Stertz Vice President - Controller's
David K. Stewart Vice President and Treasurer
John O. Swanson, M.D. Vice President and Medical Director
Louise K. Thoreson Vice President - Fraternal
James M. Walline Vice President - Equities/Mutual Funds Investment
Anita J.T. Young Vice President - Systems Support
</TABLE>

The principal business address of each of the foregoing officers is 625
Fourth Avenue South, Minneapolis, Minnesota 55415.

SALES AND OTHER AGREEMENTS

Lutheran Brotherhood Securities Corp., 625 Fourth Avenue South, Minneapolis,
Minnesota 55415, an indirect subsidiary of ours, acts as the principal
underwriter of the Contracts pursuant to a Distribution Agreement to which
we and the Variable Account are also parties.

Lutheran Brotherhood Securities Corp. is registered with the SEC as a
broker-dealer under the Securities Exchange Act of 1934 and is a member of
the National Association of Securities Dealers, Inc. Lutheran Brotherhood
Securities Corp. is also named as distributor of the stock of Lutheran
Brotherhood Money Market Fund, Lutheran Brotherhood Opportunity Growth Fund,
Lutheran Brotherhood Mid Cap Growth Fund, Lutheran Brotherhood World Growth
Fund, Lutheran Brotherhood Fund, Lutheran Brotherhood Income Fund, Lutheran
Brotherhood High Yield Fund, and Lutheran Brotherhood Municipal Bond Fund.
Each fund is a diversified series of The Lutheran Brotherhood Family of
Funds, an open-end investment company.

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The Contracts are sold by our agents who are registered representatives of
Lutheran Brotherhood Securities Corp.

The Contracts are sold through our Representatives who are licensed by state
insurance officials to sell the Contracts. These Representatives are also
registered representatives of Lutheran Brotherhood Securities Corp. The
Contracts are offered in all states where we are authorized to sell variable
life insurance. Under the Distribution Agreement, Lutheran Brotherhood
Securities Corp. will perform suitability review.

Under the Distribution Agreement, our Representatives receive commissions
and service fees from Lutheran Brotherhood Securities Corp. for selling and
servicing the Contracts. We reimburse Lutheran Brotherhood Securities Corp.
for such compensation. We also reimburses Lutheran Brotherhood Securities
Corp. for other expenses incurred in marketing and selling the Contracts.
These include general agent compensation, our Representatives' training
allowances and agency expense allowances.

Compensation of Our Representatives. Our Representatives selling the
Contracts will receive a 3% service fee of all premiums paid on the
Contract. In addition to the service fee, commissions will be paid to our
Representatives based on a commission schedule summarized below. Further,
our Representatives may be eligible to receive certain benefits based on the
account of earned commissions.

During the first Contract Year, commissions will be not more than 52% of the
Death Benefit Guarantee Premium for the Contract. In the second and third
Contract Years, commissions will equal, in general, 7% of the Death Benefit
Guarantee Premium for the Contract. The Death Benefit Guarantee Premium at
issue will include premiums attributable to riders and supplemental benefits
included in the Contract.

For the first year following an increase in Face Amount, commissions will be
not more than 52% of the Death Benefit Guarantee Premium for the increase.
In the second and third year following an increase, commissions will equal,
in general, 7% of the Death Benefit Guarantee Premium for the increase.

For Contracts with an initial Face Amount greater than or equal to $500,000
but less than $1,000,000, during the first Contract Year after issue or
following an increase in Face Amount, the commissions will be not more than
42% of the applicable Death Benefit Guarantee Premium. For Contracts with an
initial Face Amount greater than or equal to $1,000,000, during the first
Contract Year after issue or following an increase in Face Amount, the
commissions will be not more than 32% of the applicable Death Benefit
Guarantee Premium. In the second and third year after issue or following an
increase, the commissions will equal, in general, 6% of the applicable Death
Benefit Guarantee Premium.

For the first year following the addition of a spouse rider or an increase
in the Face Amount of a spouse rider, the commission will be not more than
52% of the Death Benefit Guarantee Premium for the rider or the increase.
In the second and third year following the addition of a spouse rider or an
increase, commissions will equal, in general, 7% of the Death Benefit
Guarantee Premium for the rider or the increase.

For a spouse rider with an initial Face Amount greater than or equal to
$500,000 but less than $1,000,000, during the first Contract Year after
issue or following an increase in Face Amount, the commissions will be not
more than 42% of the applicable Death Benefit Guarantee Premium. For spouse
rider with an initial Face Amount greater than or equal to $1,000,000,
during the first Contract Year after issue or following an increase in Face
Amount, the commissions will be not more than 32% of the applicable Death
Benefit Guarantee Premium. In the second and third year after issue or
following an increase, the commissions will equal, in general, 6% of the
applicable Death Benefit Guarantee Premium.

For the first year following the addition of a child rider, the commission
will be not more than 52% of the Death Benefit Guarantee Premium for the
increase in Face Amount of the rider. In the second and third year following
the increase, commissions will equal, in general, 7% of the Death Benefit
Guarantee Premium for the rider.

YEAR 2000

Our business units utilize data processing systems in the administration of
the insurance and financial services products which they market. Most of
our data processing systems have required modifications to enable them to
process dates including the year 2000 and beyond.

Since early 1996, we have been preparing for the computer requirements
associated with the approaching turn of the century. We completed
assessment of its internal systems in 1996. As of the date of this
prospectus, the necessary system changes are substantially complete. System
testing is in process and we expect testing of all critical systems to be
completed during the first six months of 1999.

The work on these computer systems extends to the software that we purchase
from vendors. In addition, we have been communicating formally with its
business partners to identify and assess potential exposure that could
result from their failure to address these computer issues on a timely
basis. Each of our departments is involved in the process of preparing a
contingency plan.

We and our business partners bear all the costs of identifying and resolving
the computer systems issues associated with the year 2000. These costs will
have no effect on the performance of the Variable Account. The Contract
permits us to increase the charges for our expense risks up to the
guaranteed maximum rates. We, however, do not expect the costs for the year
2000 compliance to have any significant effect on the benefits or values
provided by the Contracts.

We believe that its computer systems will be ready for the year 2000 well in
advance of the deadline. By their nature, however, the issues in this area
carry the risk of unforeseen problems, both at LB and at all the other sites
where supporting functions and interaction take place. There can be no
assurance that these problems will not have a material adverse impact on the
operations of LB and the Variable Account.

A description of the Fund's preparations for the "Year 2000" is contained in
the accompanying prospectus for the Fund.

LEGAL PROCEEDINGS

There are no legal proceedings to which the Variable Account is a party or to
which the assets of the Variable Account are subject. LB recently has been
named in a civil litigation proceeding relating to life insurance pricing and
sales practices, which appears to be substantially similar to claims asserted
in class actions brought against many other life insurers. LB believes it has
substantial defenses to this action. In the opinion of its management, the
outcome of this proceeding is not likely to have a material adverse effect upon
the Variable Account or upon the ability of LB to meet its obligations under
the Contract.

LEGAL MATTERS

All matters of applicable state law pertaining to the Contracts, including
our right to issue the Contracts thereunder, have been passed upon by
_________________, Counsel.

EXPERTS

Our financial statements and those of the Variable Account included in this
Prospectus have been so included in reliance on the report of
_______________, independent accountants, given on the authority of said
firm as experts in auditing and accounting.

Actuarial matters included in this Prospectus have been examined by Kenneth
A. Dahlberg, FSA, MAAA, our Actuary, whose opinion is filed as an exhibit to
the Registration Statement.

FURTHER INFORMATION

A Registration Statement under the Securities Act of 1933 has been filed
with the SEC, with respect to the Contracts described herein. This
Prospectus does not contain all of the information set forth in the
Registration Statement and exhibits thereto, to which reference is hereby
made for further information concerning the Account, Lutheran Brotherhood
and the Contracts. The information so omitted may be obtained from the SEC's
principal office in Washington, D.C., upon payment of the fee prescribed by
the SEC, or examined there without charge. The SEC also maintains a web site
(http://www.-sec.gov) that contains all of the material incorporated by
reference herein, and other information regarding the Contract. Statements
contained in this Prospectus as to the provisions of the Contracts and other
legal documents are summaries, and reference is made to the documents as
filed with the SEC for a complete statement of the provisions thereof.

FINANCIAL STATEMENTS

Our financial statements which are included in this Prospectus should be
distinguished from the financial statements of the Variable Account and
should be considered only as bearing upon our ability to meet our
obligations under the Contracts. They should not be considered as bearing on
the investment performance of the assets held in the Variable Account.

[TO BE FILED BY SUBSEQUENT AMENDMENT.]

COMMENT ON FINANCIAL STATEMENTS OF LB

The financial statements of LB included in this Prospectus should be
considered as bearing only upon the ability of LB to meet its obligations
under the Contracts. The value of the interests of owners and beneficiaries
under the Contracts are affected primarily by the investment results of the
Subaccounts of the Variable Account.

[TO BE FILED BY SUBSEQUENT AMENDMENT.]

<PAGE>
APPENDIX A
DEFINITIONS

Accumulated Value. The total amount of value held under a Contract at any
time (which equals the sum of the amounts held in the Loan Account and
Variable Account). The Accumulated Value should be distinguished from the
Cash Surrender Value. The Accumulated Value, unlike the Cash Surrender
Value, is not reduced by any Decrease Charge or Contract Debt.

Attained Age. On any day during the first Contract Year, the age of the
Insured on the Date of Issue, and then, on any day during each succeeding
Contract Year, the age of the Insured on the Contract Anniversary on or
immediately prior to that day.

Beneficiary. The Beneficiary designated by the applicant in the application.
If changed, the Beneficiary is as shown in the latest change filed with LB.
If no Beneficiary survives and unless otherwise provided, the Insured's
estate will be the Beneficiary.

Cash Surrender Value. The Accumulated Value less any Contract Debt and any
Decrease Charge.

CDSC Premium. An annual premium amount determined by LB and used solely for
the purpose of calculating the maximum Contingent Deferred Sales Charge.

Contingent Deferred Sales Charge. A contingent deferred sales charge to
compensate LB for the cost of selling the Contract, including sales
commissions, the printing of prospectuses and sales literature, and
advertising. The Contingent Deferred Sales Charge will be imposed if the
Contract is surrendered or lapses, or will be imposed in part if the
Contract Owner requests a decrease in Face Amount, in each case at any time
before 180 Monthly Deductions have been made. A separate Contingent Deferred
Sales Charge will also be calculated, and then reduced over a 15-year
period, in a similar manner upon a requested increase in Face Amount.

Contract. The flexible premium variable life insurance contract offered by
LB and described in this Prospectus.

Contract Anniversary. The same date in each succeeding year as the Date of
Issue.

Contract Date. The latest of (i) the Date of Issue; (ii) the date LB
receives the first premium payment on the Contract at its Home Office; and
(iii) any other date mutually agreed upon by LB and the Contract Owner. The
Contract Date is the date on which the initial Net Premium payment(s) will
be allocated to the Variable Account.

Contract Month. The period from one Monthly Anniversary to the next. The
first Contract Month will be the period beginning on the Date of Issue and
ending on the first Monthly Anniversary.

Contract Owner. The Insured, unless otherwise designated in the application.
If a Contract has been absolutely assigned, the assignee becomes the
Contract Owner. A collateral assignee is not the Contract Owner.

Contract Year. The period from one Contract Anniversary to the next. The
first Contract Year will be the period beginning on the Date of Issue and
ending on the first Contract Anniversary.

Date of Issue. The date shown on page 3 of the Contract that is used to
determine Contract Anniversaries, Monthly Anniversaries, Contract Years and
Contract Months, each of which is measured from the Date of Issue.

Death Benefit. The amount calculated under the applicable Death Benefit
Option (Option A or Option B). The Death Benefit should be distinguished
from the cash proceeds payable on the Insured's death, which will be the
Death Benefit less Contract Debt and any unpaid Monthly Deductions.

Death Benefit Guarantee. A feature of the Contract guaranteeing that the
Contract will not lapse if on each Monthly Anniversary the total cumulative
premiums paid under the Contract, less any partial surrenders and Contract
Loan Amount, equal or exceed the sum of the Death Benefit Guarantee Premiums
in effect for each Monthly Anniversary since the issuance of the Contract.

Death Benefit Guarantee Premium. A monthly premium amount specified in the
Contract. The Death Benefit Guarantee Premium determines the payments
required to maintain the Death Benefit Guarantee.

Death Benefit Option. Either of two death benefit options available under
the Contract (Option A and Option B).

Death Benefit Option A, or Option A. One of two Death Benefit Options
available under the Contract. Under this option, the Death Benefit is the
greater of (a) the Face Amount plus the Accumulated Value and (b) the
applicable percentage of Accumulated Value (with the Accumulated Value in
each case being determined on the Valuation Date on or next following the
date of the Insured's death).

Death Benefit Option B, or Option B. One of two Death Benefit Options
available under the Contract. Under this option, the Death Benefit is the
greater of (a) the Face Amount and (b) the applicable percentage of
Accumulated Value on the Valuation Date on or next following the date of the
Insured's death.

Debt. The sum of all unpaid Contract loans (including any unpaid loan
interest added to the loan balance) outstanding on a relevant date, less any
unearned prepaid loan interest. Contract Debt should be distinguished from
the Loan Amount (see definition of "Loan Amount" below), in that the Loan
Amount includes any unearned prepaid loan interest.

Decrease Charge. A deferred Contract charge consisting of the Contingent
Deferred Sales Charge and the Deferred Administrative Charge. The Decrease
Charge is deducted from the Subaccounts of the Variable Account and paid to
LB upon full lapse or surrender of the Contract, or in part upon a requested
decrease in Face Amount. A separate amount of Decrease Charge is determined
for the initial Face Amount and for each requested increase in Face Amount.

Deferred Administrative Charge. A deferred administrative charge to
reimburse LB for administrative expenses incurred in issuing the Contract.
The Deferred Administrative Charge will be imposed if the Contract is
surrendered or lapses, or will be imposed in part if the Contract Owner
requests a decrease in the Face Amount, in each case at any time before 180
Monthly Deductions have been made. A separate Deferred Administrative Charge
will also be calculated, and then reduced over a 15-year period, in a
similar manner upon a requested increase in Face Amount.

Face Amount. The minimum Death Benefit under the Contract as long as the
Contract remains in force. The Face Amount will be specified in the
Contract.

Free Look Period. A period which follows the application for the Contract
and its issuance to the Contract Owner (the "initial Free Look Period") and
which also follows any application for and approval of an increase in Face
Amount. During the initial Free Look Period, the Contract Owner may cancel
the Contract and receive a refund. During a Free Look Period that applies
following a requested increase in Face Amount, the Contract Owner has a
right to cancel the increase in Face Amount and, in effect, receive a credit
or refund of charges and deductions attributable to such increase.

Fund. LB Series Fund, Inc., which is described in the accompanying
Prospectus.

General Account. The assets of LB other than those allocated to the Variable
Account or any other separate account.

Home Office. LB's office at 625 Fourth Avenue South, Minneapolis, Minnesota
55415 or such other office as LB shall specify in a notice to the Contract
Owner.

Initial Monthly Charge. An initial monthly charge to reimburse LB for
administrative expenses incurred in issuing the Contract. The Initial
Monthly Charge will be deducted as part of the first 180 Monthly Deductions.
A separate Initial Monthly Charge for Increases will also be calculated in a
similar manner upon a requested increase in Face Amount or the issuance of a
rider providing additional insurance benefits on the Insured's spouse.

Insured. The person upon whose life the Contract is issued.

LB Representative. A person who is licensed by state insurance officials to
sell the Contracts and who is also a registered representative of Lutheran
Brotherhood Securities Corp.

LBVIP. Lutheran Brotherhood Variable Insurance Products Company, which is an
indirect subsidiary of Lutheran Brotherhood.

Loan Account. The funds transferred from the Subaccount(s) of the Variable
Account to LB's General Account as security for Contract loans.

Loan Amount. The sum of all unpaid Contract loans (including any unpaid loan
interest added to the loan balance) outstanding on a relevant date. The Loan
Amount should be distinguished from Contract Debt (see definition of "Debt"
above), in that Contract Debt excludes any unearned prepaid loan interest.

Lutheran Brotherhood ("LB"). Lutheran Brotherhood, a fraternal benefit
society organized under the laws of the State of Minnesota and owned by and
operated for its members.

Minimum Conditional Insurance Premium. The premium required to put temporary
insurance coverage into effect on a conditional basis.

Minimum Contract Issuance Premium. The minimum premium required for issuance
of the Contract.

Minimum Face Amount. The minimum Face Amount for a Contract at issuance and
after any requested decrease in Face Amount.

Monthly Anniversary. The same date in each succeeding month as the Date of
Issue.

Monthly Deduction. Monthly charges deducted from the Accumulated Value of
the Contract. These charges include the cost of insurance charge; a basic
monthly administrative charge ($10.00 per month); the Initial Monthly
Charge; and charges for additional insurance benefits. "Monthly Deduction"
also includes any Decrease Charge being deducted for a requested decrease in
Face Amount during the preceding Contract Month.

Net Premium. The premium paid less the Premium Expense Charges.

Planned Annual Premium. The initial Scheduled Premium under the Contract on
an annualized basis as selected by the Contract Owner at the time of issue.
The Planned Annual Premium will be shown in the Contract.

Portfolio. A Portfolio of the Fund. Each Subaccount invests exclusively in
the shares of a corresponding Portfolio of the Fund.

Premium Expense Charges. An amount deducted from each premium payment, which
consists of a percent-of-premium charge of 5% of each premium payment (a 5%
sales charge ) and a premium processing charge of $1.00 per premium payment
($.50 for automatic payment plans). LB reserves the right to increase the
premium processing charge in the future to an amount not exceeding $2.00 per
premium payment ($1.00 for automatic payment plans).

Scheduled Premium(s). The scheduled periodic premium payments selected by
the Contract Owner. This premium payment can be changed by the Contract
Owner at any time. Scheduled Premiums are relevant only in determining how
much a Contract Owner will be billed periodically and determining the
Minimum Contract Issuance Premium.

Subaccount. A subdivision of the Variable Account. Each Subaccount invests
exclusively in the shares of a corresponding Portfolio of the Fund.

Unit. The measure by which the value of the Contract's interest in each
Subaccount is determined.

Unit Value. The value of each Unit representing the Contract's interest in
each Subaccount.

Valuation Date. Each day the New York Stock Exchange is open for trading and
any other day on which there is sufficient trading in the securities of a
Portfolio of the Fund to affect materially the Unit Value in the
corresponding Subaccount of the Variable Account.

Valuation Period. The period commencing at the close of business of a
Valuation Date and ending at the close of business of the next Valuation
Date.

Variable Account. LB Variable Insurance Account I, which is a separate
account of LB. The Subaccounts are subdivisions of the Variable Account.

Written Notice. A written request signed by the Contract Owner and received
by LB at its Home Office.

<PAGE>
APPENDIX B

Illustration of Death Benefits,
Accumulated Values and Cash Surrender Values

The following tables illustrate how the Death Benefits, Accumulated Values
and Cash Surrender Values of a Contract may change with the investment
experience of the Variable Account. The tables show how the Death Benefits,
Accumulated Values and Cash Surrender Values of a Contract issued to an
Insured of a given age would vary over time if the investment return on the
assets held in each Portfolio of the Fund were a uniform, gross, after-tax
annual rate of 0 percent, 6 percent and 12 percent. The tables on pages B-3
through B-8 illustrate a Contract issued to a male age 35 or, in the non-
tobacco preferred premium class. The Death Benefits, Accumulated Values and
Cash Surrender Values would be lower if the Insured were in a special
premium class or if the Insured were a tobacco user because the cost of
insurance would be increased. Also, the Death Benefits, Accumulated Values
and Cash Surrender Values would be different from those shown if the gross
annual investment returns averaged 0 percent, 6 percent and 12 percent over
a period of years, but fluctuated above and below those averages for
individual Contract Years.

The second column of the tables shows the Accumulated Value of the premiums
paid at a 5% interest rate. The third and sixth columns illustrate the Death
Benefit of a Contract over the designated period. The fourth and seventh
columns illustrate the Accumulated Value of the Contract over the designated
period. (The Accumulated Value is the total amount held under a Contract at
any time.) The fifth and eighth columns illustrate the Cash Surrender Value
of a Contract over the designated period. (The Cash Surrender Value is equal
to the Accumulated Value less any Decrease Charge, Contract Debt (assumed to
be 0 in these illustrations) and unpaid Monthly Deductions (also assumed to
be 0 in these illustrations).) The sixth through the eighth columns assume
that throughout the life of the Contract, the monthly charge for the cost of
insurance is based on the current cost of insurance rates and the current
Mortality and Expense Risk Charge. The third through the fifth columns
assume that the Mortality and Expense Risk Charge and also that the monthly
charge for the cost of insurance are based on the maximum level permitted
under the Contract. These maximum allowable cost of insurance rates are
based on the 1980 Commissioners Standard Ordinary Mortality Table.

Because the Death Benefit values vary depending on the Death Benefit Option
in effect, Option A and Option B are illustrated separately. (Option A
provides for a Death Benefit equal to the greater of (a) the Face Amount
plus the Accumulated Value and (b) the applicable percentage of Accumulated
Value and Option B provides for a Death Benefit equal to the greater of (a)
the Face Amount and (b) the applicable percentage of Accumulated Value.)

Any amounts held in the Loan Account would not participate in the investment
experience illustrated in these tables. Instead, such amounts will be
credited with interest as described in the Prospectus in the section
entitled, "CONTRACT RIGHTS--Loan Privileges".

The amounts shown for Death Benefits, Accumulated Values and Cash Surrender
Values reflect the fact that the net investment return of the Subaccounts of
the Variable Account is lower than the gross, after-tax return on the assets
held in the Fund as a result of the advisory fee paid by the Fund and
charges made against the Subaccounts. The values shown take into account the
following fees and charges: the daily investment advisory fee paid by the
Fund, which is assumed to be equivalent to an annual rate of .46% of the
aggregate average daily net assets of the Fund, based on the following fees:
Growth (0.40%); High Yield (0.40%); Income (0.40%); Money Market (0.40%);
Opportunity Growth (0.40%); Mid Cap Growth (0.40%); and World Growth
(0.85%); and the daily charge to each Subaccount for assuming mortality and
expense risks, which is equivalent to a charge at an annual current rate of
.60% of the average assets of the Subaccounts and which is guaranteed never
to exceed an annual rate of .75%. After deduction of these amounts, the
illustrated gross annual investment rates of return 0%, 6% and 12%
correspond to (a) net annual rates of -1.23%, 4.77% and 10.77%,
respectively, assuming an advisory fee of .46% and a Mortality and Expense
Risk Charge of .75% and (b) net annual rates of -1.08%, 4.92% and 10.92%,
respectively, assuming an advisory fee of .46% and a Mortality and Expense
Risk Charge of .60%.

The amounts shown for Death Benefits, Accumulated Values and Cash Surrender
Values do not reflect a deduction for operating expenses of the Fund, other
than the investment advisory fee, because LB and LBVIP have agreed to
reimburse the Fund for these operating expenses pursuant to a separate
written agreement (the "Expense Reimbursement Agreement"). For the fiscal
year of the Fund ended December 31, 1998, the Fund was reimbursed
approximately $_________ for such operating expenses. The Expense
Reimbursement Agreement could be terminated at any time by the mutual
agreement of the Fund, LB and LBVIP, but the Fund, LB and LBVIP currently
contemplate that the Expense Reimbursement Agreement will continue so long
as the Fund remains in existence. If the Expense Reimbursement Agreement
were terminated, the Fund would be required to pay these operating expenses,
which would reduce the net investment return on the shares of the Fund held
by the Subaccounts of the Variable Account.

The hypothetical values shown in the tables do not reflect any charges for
Federal income taxes attributable to the Variable Account because LB does
not currently make any such charges. However, such charges may be made in
the future and, in that event, the gross annual investment return would have
to exceed 0%, 6% or 12% by an amount sufficient to cover the tax charges in
order to produce the Death Benefits and values illustrated. (See section
entitled "FEDERAL TAX MATTERS" in the Prospectus.)

The tables illustrate the Contract values that would result based upon the
hypothetical investment rates of return if premiums are paid as indicated,
if all Net Premiums are allocated to the Variable Account and if no Contract
loans have been made. The tables are also based on the assumptions that the
Contract Owner has not requested an increase or decrease in the Face Amount,
that no partial surrenders have been made.

Upon request, LB will provide a comparable illustration based upon the
proposed Insured's age, gender (except for Contracts issued in the state of
Montana) and premium class, the Death Benefit Option, Face Amount, Scheduled
Premium and any available riders requested. Montana has enacted legislation
that requires that cost of insurance rates applicable to Contracts purchased
in Montana cannot vary on the basis of the insured's gender.

See Appendix E for Illustrations of Death Benefits, Accumulated Values and
Cash Surrender Values on VUL 1 contracts.

LUTHERAN BROTHERHOOD
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
Male Issue Age: 35; Preferred, $1,000.00 Annual Premium, $100,000 Face Amount
Option A--Varying Death Benefit Option
Assumed Hypothetical Gross Annual Investment Rate of Return: 0%

[1] [2] [3] [4] [5] [6] [7] [8]
Premiums Assuming Guaranteed Costs (1)(2) Assuming Current Costs (1)(2)
Accumul. -------------------------------- --------------------------------
End of at 5% Cash Cash
Cont. Interest Death Accumulated Surrender Death Accumulated Surrender
Year Per Year Benefit Value Value Benefit Value Value
------ -------- ------- ----------- --------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,050 100,605 605 0 * 100,629 629 0 *
2 2,152 101,192 1,192 244 101,251 1,251 303
3 3,310 101,761 1,761 873 101,856 1,856 968
4 4,525 102,313 2,313 1,485 102,453 2,453 1,625
5 5,801 102,846 2,846 2,078 103,033 3,033 2,265
6 7,142 103,362 3,362 2,671 103,606 3,606 2,915
7 8,549 103,849 3,849 3,235 104,173 4,173 3,559
8 10,026 104,318 4,318 3,780 104,723 4,723 4,185
9 11,577 104,759 4,759 4,298 105,266 5,266 4,805
10 13,206 105,172 5,172 4,788 105,792 5,792 5,408
11 14,917 105,544 5,544 5,237 106,301 6,301 5,994
12 16,712 105,877 5,877 5,647 106,780 6,780 6,550
13 18,598 106,183 6,183 6,029 107,231 7,231 7,077
14 20,578 106,450 6,450 6,373 107,653 7,653 7,576
15 22,657 106,678 6,678 6,678 108,047 8,047 8,047
16 24,840 106,928 6,928 6,928 108,472 8,472 8,472
17 27,132 107,128 7,128 7,128 108,846 8,846 8,846
18 29,539 107,266 7,266 7,266 109,168 9,168 9,168
19 32,065 107,343 7,343 7,343 109,439 9,439 9,439
20 34,719 107,349 7,349 7,349 109,671 9,671 9,671
Age
60 50,113 106,132 6,132 6,132 110,118 10,118 10,118
65 69,760 101,852 1,852 1,852 108,933 8,933 8,933
70 94,836 100,000 0 0 * 105,105 5,105 5,105
75 126,839 100,000 0 0 * 100,000 0 0 *
</TABLE>

(1) Assumes a $1,000.00 premium is paid at the beginning of each Contract
Year. Values will be different if premiums are paid with a different
frequency or in different amounts.

(2) Assumes that no Contract loans or partial surrenders have been made.
Excessive loans or withdrawals may cause the Contract to lapse because of
insufficient Cash Surrender Value.

* Based on (1) and (2) above, the Death Benefit Guarantee is in effect to
Attained Age 71. Therefore, the Contract remains in force even though the
Cash Surrender Value is zero. The $1,000.00 premium illustrated is
greater than the Death Benefit Guarantee Premium for this Contract.

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, and will depend on a
number of factors, including the investment allocations by a Contract Owner,
and the different investment returns for the Fund. The Death Benefit,
Accumulated Value and Cash Surrender Value for a Contract would be different
from those shown above if the actual investment results applicable to the
Contract average 0% over a period of years, but also fluctuated above or below
the average for individual Contract Years. No representation can be made by
us or by the Fund that these hypothetical returns can be achieved for any one
year, or sustained over any one year, or sustained over any period of time.

<PAGE>
<TABLE>
<CAPTION>
LUTHERAN BROTHERHOOD
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
Male Issue Age: 35; Preferred, $1,000.00 Annual Premium, $100,000 Face Amount
Option B--Level Death Benefit Option
Assumed Hypothetical Gross Annual Investment Rate of Return: 0%

[1] [2] [3] [4] [5] [6] [7] [8]
Premiums Assuming Guaranteed Costs (1)(2) Assuming Current Costs (1)(2)
Accumul. -------------------------------- ---------------------------------
End of at 5% Cash Cash
Cont. Interest Death Accumulated Surrender Death Accumulated Surrender
Year Per Year Benefit Value Value Benefit Value Value
------ -------- ------- ----------- --------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,050 100,000 606 0 * 100,000 630 0 *
2 2,152 100,000 1,196 248 100,000 1,254 306
3 3,310 100,000 1,768 880 100,000 1,861 973
4 4,525 100,000 2,324 1,496 100,000 2,463 1,635
5 5,801 100,000 2,864 2,096 100,000 3,047 2,279
6 7,142 100,000 3,387 2,696 100,000 3,626 2,935
7 8,549 100,000 3,883 3,269 100,000 4,200 3,586
8 10,026 100,000 4,364 3,826 100,000 4,757 4,219
9 11,577 100,000 4,819 4,358 100,000 5,310 4,849
10 13,206 100,000 5,247 4,863 100,000 5,846 5,462
11 14,917 100,000 5,638 5,331 100,000 6,367 6,060
12 16,712 100,000 5,993 5,763 100,000 6,860 6,630
13 18,598 100,000 6,324 6,170 100,000 7,328 7,174
14 20,578 100,000 6,619 6,542 100,000 7,770 7,693
15 22,657 100,000 6,879 6,879 100,000 8,187 8,187
16 24,840 100,000 7,164 7,164 100,000 8,638 8,638
17 27,132 100,000 7,404 7,404 100,000 9,043 9,043
18 29,539 100,000 7,588 7,588 100,000 9,402 9,402
19 32,065 100,000 7,716 7,716 100,000 9,716 9,716
20 34,719 100,000 7,778 7,778 100,000 9,996 9,996
Age
60 50,113 100,000 6,927 6,927 100,000 10,763 10,763
65 69,760 100,000 3,060 3,060 100,000 10,062 10,062
70 94,836 100,000 0 0 * 100,000 6,848 6,848
75 126,839 100,000 0 0 * 100,000 0 0 *
</TABLE>

(1) Assumes a $1,000.00 premium is paid at the beginning of each Contract
Year. Values will be different if premiums are paid with a different
frequency or in different amounts.

(2) Assumes that no Contract loans or partial surrenders have been made.
Excessive loans or withdrawals may cause the Contract to lapse because of
insufficient Cash Surrender Value.

* Based on (1) and (2) above, the Death Benefit Guarantee is in effect to
Attained Age 71. Therefore, the Contract remains in force even though the
Cash Surrender Value is zero. The $1,000.00 premium illustrated is greater
than the Death Benefit Guarantee Premium for this Contract.

<PAGE>
<TABLE>
<CAPTION>
LUTHERAN BROTHERHOOD
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
Male Issue Age: 35; Preferred, $1,000.00 Annual Premium, $100,000 Face Amount
Option A--Varying Death Benefit Option
Assumed Hypothetical Gross Annual Investment Rate of Return: 6%

[1] [2] [3] [4] [5] [6] [7] [8]
Premiums Assuming Guaranteed Costs (1)(2) Assuming Current Costs (1)(2)
Accumul. -------------------------------- ---------------------------------
End of at 5% Cash Cash
Cont. Interest Death Accumulated Surrender Death Accumulated Surrender
Year Per Year Benefit Value Value Benefit Value Value
------ -------- ------- ----------- --------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,050 100,651 651 0 * 100,676 676 0 *
2 2,152 101,323 1,323 375 101,385 1,385 437
3 3,310 102,015 2,015 1,127 102,118 2,118 1,230
4 4,525 102,730 2,730 1,902 102,886 2,886 2,058
5 5,801 103,467 3,467 2,699 103,680 3,680 2,912
6 7,142 104,229 4,229 3,538 104,514 4,514 3,823
7 8,549 105,003 5,003 4,389 105,388 5,388 4,774
8 10,026 105,804 5,804 5,266 106,294 6,294 5,756
9 11,577 106,620 6,620 6,159 107,244 7,244 6,783
10 13,206 107,451 7,451 7,067 108,229 8,229 7,845
11 14,917 108,287 8,287 7,980 109,251 9,251 8,944
12 16,712 109,127 9,127 8,897 110,298 10,298 10,068
13 18,598 109,985 9,985 9,831 111,373 11,373 11,219
14 20,578 110,848 10,848 10,771 112,476 12,476 12,399
15 22,657 111,716 11,716 11,716 113,609 13,609 13,609
16 24,840 112,653 12,653 12,653 114,835 14,835 14,835
17 27,132 113,586 13,586 13,586 116,073 16,073 16,073
18 29,539 114,505 14,505 14,505 117,323 17,323 17,323
19 32,065 115,408 15,408 15,408 118,585 18,585 18,585
20 34,719 116,281 16,281 16,281 119,874 19,874 19,874
Age
60 50,113 119,960 19,960 19,960 126,576 26,576 26,576
65 69,760 121,055 21,055 21,055 133,263 33,263 33,263
70 94,836 116,345 16,345 16,345 138,667 38,667 38,667
75 126,839 100,241 241 241 140,135 40,135 40,135
</TABLE>

(1) Assumes a $1,000.00 premium is paid at the beginning of each Contract
Year. Values will be different if premiums are paid with a different
frequency or in different amounts.

(2) Assumes that no Contract loans or partial surrenders have been made.
Excessive loans or withdrawals may cause the Contract to lapse because of
insufficient Cash Surrender Value.

* Based on (1) and (2) above, the Death Benefit Guarantee is in effect to
Attained Age 71. Therefore, the Contract remains in force even though the
Cash Surrender Value is zero. The $1,000.00 premium illustrated is greater
than the Death Benefit Guarantee Premium for this Contract.

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, and will depend on a
number of factors, including the investment allocations by a Contract Owner,
and the different investment returns for the Fund. The Death Benefit,
Accumulated Value and Cash Surrender Value for a Contract would be different
from those shown above if the actual investment results applicable to the
Contract average 6% over a period of years, but also fluctuated above or below
the average for individual Contract Years. No representation can be made by
us or by the Fund that these hypothetical returns can be achieved for any one
year, or sustained over any one year, or sustained over any period of time.

[1] [2] [3] [4] [5] [6] [7] [8]
Premiums Assuming Guaranteed Costs (1)(2) Assuming Current Costs (1)(2)
Accumul. -------------------------------- ---------------------------------
End of at 5% Cash Cash
Cont. Interest Death Accumulated Surrender Death Accumulated Surrender
Year Per Year Benefit Value Value Benefit Value Value
------ -------- ------- ----------- --------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,050 100,000 652 0 * 100,000 677 0 *
2 2,152 100,000 1,327 379 100,000 1,388 440
3 3,310 100,000 2,023 1,135 100,000 2,124 1,236
4 4,525 100,000 2,744 1,916 100,000 2,897 2,069
5 5,801 100,000 3,489 2,721 100,000 3,698 2,930
6 7,142 100,000 4,261 3,570 100,000 4,540 3,849
7 8,549 100,000 5,050 4,436 100,000 5,424 4,810
8 10,026 100,000 5,869 5,331 100,000 6,343 5,805
9 11,577 100,000 6,707 6,246 100,000 7,308 6,847
10 13,206 100,000 7,566 7,182 100,000 8,311 7,927
11 14,917 100,000 8,436 8,129 100,000 9,355 9,048
12 16,712 100,000 9,319 9,089 100,000 10,430 10,200
13 18,598 100,000 10,228 10,074 100,000 11,540 11,386
14 20,578 100,000 11,152 11,075 100,000 12,685 12,608
15 22,657 100,000 12,093 12,093 100,000 13,869 13,869
16 24,840 100,000 13,116 13,116 100,000 15,156 15,156
17 27,132 100,000 14,152 14,152 100,000 16,469 16,469
18 29,539 100,000 15,193 15,193 100,000 17,812 17,812
19 32,065 100,000 16,241 16,241 100,000 19,187 19,187
20 34,719 100,000 17,287 17,287 100,000 20,607 20,607
Age
60 50,113 100,000 22,380 22,380 100,000 28,390 28,390
65 69,760 100,000 26,440 26,440 100,000 37,369 37,369
70 94,836 100,000 27,454 27,454 100,000 47,544 47,544
75 126,839 100,000 20,884 20,884 100,000 58,916 58,916
</TABLE>

(1) Assumes a $1,000.00 premium is paid at the beginning of each Contract
Year. Values will be different if premiums are paid with a different
frequency or in different amounts.

(2) Assumes that no Contract loans or partial surrenders have been made.
Excessive loans or withdrawals may cause the Contract to lapse because of
insufficient Cash Surrender Value.

* Based on (1) and (2) above, the Death Benefit Guarantee is in effect to
Attained Age 71. Therefore, the Contract remains in force even though the Cash
Surrender Value is zero. The $1,000.00 premium illustrated is greater than the
Death Benefit Guarantee Premium for this Contract.

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, and will depend on a
number of factors, including the investment allocations by a Contract Owner,
and the different investment returns for the Fund. The Death Benefit,
Accumulated Value and Cash Surrender Value for a Contract would be different
from those shown above if the actual investment results applicable to the
Contract average 6% over a period of years, but also fluctuated above or below
the average for individual Contract Years. No representation can be made by us
or by the Fund that these hypothetical returns can be achieved for any one
year, or sustained over any one year, or sustained over any period of time.

Assumed Hypothetical Gross Annual Investment Rate of Return: 12%
[1] [2] [3] [4] [5] [6] [7] [8]
Premiums Assuming Guaranteed Costs (1)(2) Assuming Current Costs (1)(2)
Accumul. -------------------------------- ---------------------------------
End of at 5% Cash Cash
Cont. Interest Death Accumulated Surrender Death Accumulated Surrender
Year Per Year Benefit Value Value Benefit Value Value
------ -------- ------- ----------- --------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,050 100,697 697 0 * 100,723 723 0 *
2 2,152 101,459 1,459 511 101,525 1,525 577
3 3,310 102,291 2,291 1,403 102,403 2,403 1,515
4 4,525 103,202 3,202 2,374 103,376 3,376 2,548
5 5,801 104,200 4,200 3,432 104,443 4,443 3,675
6 7,142 105,294 5,294 4,603 105,627 5,627 4,936
7 8,549 106,483 6,483 5,869 106,941 6,941 6,327
8 10,026 107,789 7,789 7,251 108,386 8,386 7,848
9 11,577 109,212 9,212 8,751 109,989 9,989 9,528
10 13,206 110,766 10,766 10,382 111,754 11,754 11,370
11 14,917 112,453 12,453 12,146 113,700 13,700 13,393
12 16,712 114,285 14,285 14,055 115,834 15,834 15,604
13 18,598 116,293 16,293 16,139 118,176 18,176 18,022
14 20,578 118,483 18,483 18,406 120,748 20,748 20,671
15 22,657 120,875 20,875 20,875 123,577 23,577 23,577
16 24,840 123,554 23,554 23,554 126,754 26,754 26,754
17 27,132 126,475 26,475 26,475 130,228 30,228 30,228
18 29,539 129,653 29,653 29,653 134,031 34,031 34,031
19 32,065 133,115 33,115 33,115 138,200 38,200 38,200
20 34,719 136,881 36,881 36,881 142,787 42,787 42,787
Age
60 50,113 161,334 61,334 61,334 173,597 73,597 73,597
65 69,760 198,333 98,333 98,333 223,276 123,276 123,276
70 94,836 253,534 153,534 153,534 303,223 203,223 203,223
75 126,839 334,850 234,850 234,850 431,452 331,452 331,452
</TABLE>

(1) Assumes a $1,000.00 premium is paid at the beginning of each Contract
Year. Values will be different if premiums are paid with a different
frequency or in different amounts.

(2) Assumes that no Contract loans or partial surrenders have been made.
Excessive loans or withdrawals may cause the Contract to lapse because of
insufficient Cash Surrender Value.

* Based on (1) and (2) above, the Death Benefit Guarantee is in effect to
Attained Age 71. Therefore, the Contract remains in force even though the Cash
Surrender Value is zero. The $1,000.00 premium illustrated is greater than the
Death Benefit Guarantee Premium for this Contract.

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, and will depend on a
number of factors, including the investment allocations by a Contract Owner,
and the different investment returns for the Fund. The Death Benefit,
Accumulated Value and Cash Surrender Value for a Contract would be different
from those shown above if the actual investment results applicable to the
Contract average 12% over a period of years, but also fluctuated above or
below the average for individual Contract Years. No representation can be made
by us or by the Fund that these hypothetical returns can be achieved for any
one year, or sustained over any one year, or sustained over any period of
time.

[1] [2] [3] [4] [5] [6] [7] [8]
Premiums Assuming Guaranteed Costs (1)(2) Assuming Current Costs (1)(2)
Accumul. -------------------------------- ---------------------------------
End of at 5% Cash Cash
Cont. Interest Death Accumulated Surrender Death Accumulated Surrender
Year Per Year Benefit Value Value Benefit Value Value
------ -------- ------- ----------- --------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,050 100,000 699 0 * 100,000 724 0 *
2 2,152 100,000 1,463 515 100,000 1,528 580
3 3,310 100,000 2,300 1,412 100,000 2,410 1,522
4 4,525 100,000 3,219 2,391 100,000 3,389 2,561
5 5,801 100,000 4,227 3,459 100,000 4,465 3,697
6 7,142 100,000 5,336 4,645 100,000 5,661 4,970
7 8,549 100,000 6,546 5,932 100,000 6,989 6,375
8 10,026 100,000 7,879 7,341 100,000 8,454 7,916
9 11,577 100,000 9,339 8,878 100,000 10,081 9,620
10 13,206 100,000 10,940 10,556 100,000 11,878 11,494
11 14,917 100,000 12,689 12,382 100,000 13,865 13,558
12 16,712 100,000 14,602 14,372 100,000 16,051 15,821
13 18,598 100,000 16,712 16,558 100,000 18,461 18,307
14 20,578 100,000 19,031 18,954 100,000 21,122 21,045
15 22,657 100,000 21,584 21,584 100,000 24,061 24,061
16 24,840 100,000 24,465 24,465 100,000 27,376 27,376
17 27,132 100,000 27,639 27,639 100,000 31,030 31,030
18 29,539 100,000 31,136 31,136 100,000 35,064 35,064
19 32,065 100,000 34,997 34,997 100,000 39,527 39,527
20 34,719 100,000 39,262 39,262 100,000 44,478 44,478
Age
60 50,113 100,000 68,727 68,727 105,688 78,871 78,871
65 69,760 144,835 118,717 118,717 166,738 136,670 136,670
70 94,836 232,601 200,518 200,518 269,569 232,387 232,387
75 126,839 358,453 335,003 335,003 418,739 391,345 391,345
</TABLE>

(1) Assumes a $1,000.00 premium is paid at the beginning of each Contract
Year. Values will be different if premiums are paid with a different
frequency or in different amounts.

(2) Assumes that no Contract loans or partial surrenders have been made.
Excessive loans or withdrawals may cause the Contract to lapse because of
insufficient Cash Surrender Value.

* Based on (1) and (2) above, the Death Benefit Guarantee is in effect to
Attained Age 71. Therefore, the Contract remains in force even though the Cash
Surrender Value is zero. The $1,000.00 premium illustrated is greater than the
Death Benefit Guarantee Premium for this Contract.

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, and will depend on a
number of factors, including the investment allocations by a Contract Owner,
and the different investment returns for the Fund. The Death Benefit,
Accumulated Value and Cash Surrender Value for a Contract would be different
from those shown above if the actual investment results applicable to the
Contract average 12% over a period of years, but also fluctuated above or
below the average for individual Contract Years. No representation can be made
by us or by the Fund that these hypothetical returns can be achieved for any
one year, or sustained over any one year, or sustained over any period of
time.

APPENDIX C
DEFERRED ADMINISTRATIVE CHARGES
PER $1,000 OF FACE AMOUNT

The following tables include the maximum Deferred Administrative Charge Per
$1,000 of Face Amount that will apply under a Contract. The specific maximum
charge applicable to a Contract at issuance can be determined from the
attached tables based upon the initial Face Amount, the Insured's Attained
Age at Contract issuance, and, except for Insured's with an Attained Age
under 18, the Insured's gender and whether the Insured is a tobacco user or
not. For an Insured with an Attained Age under 18, reference should be made
to the column entitled "Standard" in each table, rather than to the columns
entitled "Tobacco User" or "Non-Tobacco User".

In general, the maximum Deferred Administrative Charge applicable to a
Contract will be determined from Table 1. The lower maximum charges shown
in Table 2 apply to a Contract with a Face Amount of $500,000 or more, but
less than a 1,000,000. The lower maximum charges shown in Table 3 apply to
a Contract with a Face Amount of $1,000,000 ore more. Subsequent requested
increases in Face Amount result in a total Face Amount that equals or
exceeds the next range of Face Amount will qualify for the lower maximum
charges shown in Tables 2 or 3.

If the Face Amount is increased, an additional Deferred Administrative
Charge will be calculated for the increase in an amount determined in the
same manner as for the initial Face Amount, except that the Insured's
Attained Age on the effective date of the increase and the resulting total
Face Amount will be used.

The Deferred Administrative Charge does not apply to spouse riders.

As described in the Prospectus in the section entitled "CHARGES AND
DEDUCTIONS--Accumulated Value Charges--Decrease Charge", the sum of the
Deferred Administrative Charge and the Contingent Deferred Sales Charge will
equal the Decrease Charge.

<PAGE>
<TABLE>
TABLE 1
FACE AMOUNTS LESS THAN $500,000

Maximum Deferred
Administrative Charges Per $1,000 of Face Amount

<CAPTION>
Standard
(Attained Age
Attained Age under 18) Tobacco User Non Tobacco User
------------ ------------- ------------ ----------------

Male Female Male Female Male Female
---- ------ ---- ------ ---- ------

<PAGE>
<TABLE>
TABLE 2
FACE AMOUNTS OF $500,000 OR MORE, BUT LESS THAN $1,000,000

Maximum Deferred
Administrative Charges Per $1,000 of Face Amount

<CAPTION>
Standard
(Attained Age
Attained Age under 18) Tobacco User Non Tobacco User
------------ ------------- ------------ ----------------

Male Female Male Female Male Female
---- ------ ---- ------ ---- ------

<PAGE>
<TABLE>
TABLE 3
FACE AMOUNTS OF $1,000,000 OR MORE

Maximum Deferred
Administrative Charges Per $1,000 of Face Amount

<CAPTION>
Standard
(Attained Age
under 18) Tobacco User Non Tobacco User
Attained Age Male Female Male Female Male Female
----------- ---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>

0-4 $1.80 $1.80
5-9 $1.80 $1.80
10-14 $1.80 $1.80
15-17 $1.80 $1.80
18-24 $1.80 $1.80 $1.80 $1.80
25-29 $1.80 $1.80 $1.80 $1.80
30-34 $3.60 $3.60 $1.80 $1.80
35-39 $3.60 $3.60 $1.80 $1.80
40-44 $5.40 $3.60 $3.60 $1.80
45-49 $7.20 $3.60 $3.60 $1.80
50-54 $9.00 $5.40 $5.40 $1.80
55-59 $9.00 $5.40 $5.40 $1.80
60-64 $9.00 $5.40 $5.40 $1.80
65-69 $9.00 $5.40 $5.40 $1.80
70-74 $9.00 $5.40 $5.40 $1.80
75-79 $9.00 $5.40 $5.40 $1.80
80-85 $9.00 $5.40 $5.40 $1.80
</TABLE>

APPENDIX D

Initial Monthly Administrative Charges
Per $1,000 of Face Amount

The following tables include the Initial Monthly Administrative Charge for
$1,000 of Face Amount that will apply under a Contract. The specific charge
applicable to a Contract at issuance can be determined from the attached
tables based upon the initial Face Amount, the Insured's Attained Age at
Contract issuance, and, except for Insureds with an Attained Age under 18,
reference should be made to the column entitled "Standard" in each table,
rather than to the columns entitled "Smoker" or "Nonsmoker".

In general, the Initial Monthly Administrative Charge applicable to a
Contract will be determined from Table 1. The lower maximum charges shown in
Table 2 apply to a Contract with a Face Amount of $500,000 or more, but less
than a 1,000,000. The lower maximum charges shown in Table 3 apply to a
Contract with a Face Amount of $1,000,000 ore more.

If the Face Amount is increased, an additional Initial Monthly Charge will
be calculated for the increase in an amount determined in the same manner as
for the initial Face Amount, except that the Insured's Attained Age on the
effective date of the increase and the resulting total Face Amount will be
used.

If a spouse rider providing life insurance benefits on the Insured's spouse
is included in the original Contract or added subsequently, an additional
Initial Monthly Charge will be calculated for the spouse rider in an amount
determined in the same manner as for the initial Face Amount, except that
the spouse's Attained Age and tobacco user or non-tobacco user status on the
effective date of the rider will be used.

TABLE 1
FACE AMOUNTS LESS THAN $500,000

Initial Monthly Administrative Charges
Per $1,000 of Face Amount

<CAPTION>
Standard
(Attained Age
Attained Age under 18) Tobacco User Non Tobacco User
------------ ------------- ------------ ----------------

Male Female Male Female Male Female
---- ------ ---- ------ ---- ------

0-4 $0.04 $0.04
5-9 $0.04 $0.04
10-14 $0.04 $0.04
15-17 $0.04 $0.04
18-24 $0.05 $0.05 $0.03 $0.03
25-29 $0.05 $0.05 $0.03 $0.03
30-34 $0.06 $0.06 $0.04 $0.03
35-39 $0.07 $0.06 $0.05 $0.03
40-44 $0.08 $0.07 $0.06 $0.04
45-49 $0.09 $0.07 $0.07 $0.04
50-54 $0.10 $0.08 $0.08 $0.05
55-59 $0.10 $0.08 $0.08 $0.06
60-64 $0.10 $0.08 $0.08 $0.06
65-69 $0.10 $0.08 $0.08 $0.06
70-74 $0.10 $0.08 $0.08 $0.06
75-79 $0.10 $0.08 $0.08 $0.06
80-86 $0.10 $0.08 $0.08 $0.06
</TABLE>

<PAGE>
<TABLE>
TABLE 2
FACE AMOUNTS $500,000 OR MORE, BUT LESS THAN $1,000,000

Initial Monthly Administrative Charges
Per $1,000 of Face Amount

<CAPTION>
Standard
(Attained Age
Attained Age under 18) Tobacco User Non Tobacco User
------------ ------------- ------------ ----------------

Male Female Male Female Male Female
---- ------ ---- ------ ---- ------

0-4 $0.01 $0.01
5-9 $0.01 $0.01
10-14 $0.01 $0.01
15-17 $0.01 $0.01
18-24 $0.02 $0.02 $0.01 $0.01
25-29 $0.02 $0.02 $0.01 $0.01
30-34 $0.03 $0.03 $0.02 $0.01
35-39 $0.04 $0.03 $0.02 $0.01
40-44 $0.05 $0.04 $0.03 $0.02
45-49 $0.06 $0.04 $0.04 $0.02
50-54 $0.07 $0.05 $0.06 $0.03
55-59 $0.08 $0.05 $0.07 $0.03
60-64 $0.09 $0.05 $0.08 $0.03
65-69 $0.09 $0.05 $0.08 $0.03
70-74 $0.09 $0.05 $0.08 $0.03
75-79 $0.09 $0.05 $0.08 $0.03
80-85 $0.09 $0.05 $0.08 $0.03
</TABLE>

<PAGE>
<TABLE>
TABLE 3

FACE AMOUNTS OF $1,000,000 OR MORE

Initial Monthly Charges
Per $1,000 of Face Amount

<CAPTION>
Standard
(Attained Age
under 18) Tobacco User Non Tobacco User
Attained Age Male Female Male Female Male Female
----------- ---- ------ ---- ------ ---- ------
<S> <C> <C> <C> <C> <C> <C>
0-4 $0.01 $0.01
5-9 $0.01 $0.01
10-14 $0.01 $0.01
15-17 $0.01 $0.01
18-24 $0.01 $0.01 $0.01 $0.01
25-29 $0.01 $0.01 $0.01 $0.01
30-34 $0.02 $0.02 $0.01 $0.01
35-39 $0.02 $0.02 $0.01 $0.01
40-44 $0.03 $0.02 $0.02 $0.01
45-49 $0.04 $0.02 $0.02 $0.01
50-54 $0.05 $0.03 $0.03 $0.01
55-59 $0.05 $0.03 $0.03 $0.01
60-64 $0.05 $0.03 $0.03 $0.01
65-69 $0.05 $0.03 $0.03 $0.01
70-74 $0.05 $0.03 $0.03 $0.01
75-79 $0.05 $0.03 $0.03 $0.01
80-85 $0.05 $0.03 $0.03 $0.01
</TABLE>

<PAGE>

APPENDIX E

PRIOR CONTRACTS

Prior to May 1, 1997, LB issued another class of flexible premium variable
life insurance contract ("prior contract" or "VUL 1" contracts), which will
no longer be issued as various states approve the Contract. However, premium
payments may still be made under the VUL 1 contracts.

The principal differences between the Contracts and the VUL 1 contracts
relate to the charges made by LB, issue ages and maturity date, different
ranges of Face Amounts, and the length of the Death Benefit Guarantee
period.

Charges and Deductions

Generally speaking, the Decrease Charge under VUL 1 contracts is assessed
for 10 years (120 months) as opposed to the Decrease Charge under the
Contract, which is generally assessed for 15 years (180 months). In
addition, the basic monthly administration charge for VUL 1 contracts is
$4.00, as opposed to $10.00 for the Contract. The VUL 1 contracts also use
different premium classes and may have different cost of insurance charges.
The prospectus descriptions of the Decrease Charge, Monthly Administration
Charges, Cost of Insurance Rate and Premium Class are modified by the
following discussion applicable to the VUL 1 contracts.

Decrease Charge

Decrease Charge. A deferred charge (the "Decrease Charge") will be deducted
upon VUL 1 contract lapse or surrender, or in part upon a requested decrease
in Face Amount, if these events occur before 120 Monthly Deductions have
been made (that is, approximately ten years) following Contract issuance or
a requested increase in Face Amount. The Decrease Charge consists of a
contingent deferred sales charge (the "Contingent Deferred Sales Charge")
and a deferred administrative charge (the "Deferred Administrative Charge").
The term "Decrease Charge" is used to describe this charge because, during
the applicable 10-year period, the charge is imposed in connection with a
decrease in the Face Amount, either as the result of a requested decrease in
Face Amount or as the result of lapse or full surrender of the Contract
(which can be viewed as a decrease in the Face Amount to zero).

For information concerning the Contingent Deferred Sales Charge, except for
the figures based on a 15, as opposed to 10, year assessment period, see the
discussion under the caption "Decrease Charge", commencing on page 32 of the
Prospectus.

Deferred Administrative Charge. At the time of contract issuance for a VUL 1
contract, LB will compute a Deferred Administrative Charge. In general, this
charge will equal an amount per $1,000 of Face Amount based upon the initial
Face Amount, the Insured's Attained Age at Contract issuance, and whether
the Insured is a smoker or nonsmoker. For Insureds with an Attained Age
under 20, the Deferred Administrative Charge will equal an amount per $1,000
of Face Amount based upon the initial Face Amount and the Insured's Age at
the time of VUL 1 contract issuance. The maximum Deferred Administrative
Charge per $1,000 of Face Amount will be determined from Appendix E-2. As
shown in Appendix E-2, the Deferred Administrative Charge per $1,000 of Face
Amount will be less for VUL 1 contracts having a Face Amount at issuance
that equals or exceeds $250,000.

The maximum Deferred Administrative Charge, as determined at the time of the
VUL 1 contract issuance, will be reduced as Monthly Deductions are made.
Beginning on the Date of Issue, and continuing on each Monthly Anniversary
until 120 Monthly Deductions have been made, this Deferred Administrative
Charge will be reduced in level amounts equal to approximately .83% of the
maximum Deferred Administrative Charge (or a 10% reduction of the maximum
Deferred Administrative Charge on an annual basis). In this way, the
Deferred Administrative Charge will be reduced to zero as of the Monthly
Anniversary when the 120th Monthly Deduction is made.

If the Face Amount is increased, a separate Deferred Administrative Charge
will be calculated for the increase in an amount determined in the same
manner as for the initial Face Amount, (except that the Insured's Attained
Age on the effective date of the increase will be used and the charge per
$1,000 of Face Amount to be applied to the increase will be based on the
amount of the entire new Face Amount after giving effect to the increase).
The part of the Deferred Administrative Charge attributable to the increase
will be charged and reduced in accordance with the same principles as
applicable to the basic Deferred Administrative Charge. The maximum Deferred
Administrative Charge for an increase will be determined on the effective
date of the increase and will then be reduced in level amounts equal to .83%
of the maximum Deferred Administrative Charge (or a 10% reduction of the
maximum Deferred Administrative Charge on an annual basis) as Monthly
Deductions are taken on the effective date of the increase and as of each
succeeding Monthly Anniversary until 120 Monthly Deductions have been made
after the effective date of the increase, when the Deferred Administrative
Charge on the increase will be reduced to zero.

For information concerning the method of deducting the Decrease Charge, see
the discussion under the caption "Method of Deduction and Effect of Decrease
Charge", commencing on page 35 of the Prospectus.

Monthly Deduction

Basic Monthly Administrative Charge. A basic monthly administrative charge
of $4.00 will be deducted from Accumulated Value on the Contract Date and
each Monthly Anniversary as part of the Monthly Deduction.

Initial Monthly Administrative Charge. The Initial Monthly Administrative
Charge will be deducted from Accumulated Value as part of the first 120
Monthly Deductions following Contract issuance, commencing with the Monthly
Deduction(s) collected on the Contract Date. This monthly charge will equal
an amount per $1,000 of Face Amount based upon the Insured's Attained Age at
Contract issuance and, except for Insureds with an Attained Age at Contract
issuance under 20, upon whether the Insured is a smoker or a nonsmoker. The
Initial Monthly Administrative Charge per $1,000 of Face Amount will be
determined from Appendix E-3. As shown in Appendix E-3, the Initial Monthly
Administrative Charge will be less for Contracts having a Face Amount at
issuance that equals or exceeds $250,000.

If the Face Amount is increased, a separate Initial Monthly Administrative
Charge will be deducted from Accumulated Value as part of the first 120
Monthly Deductions after the increase beginning with the Monthly Anniversary
on which the increase becomes effective. This separate Initial Monthly
Administrative Charge will be determined in the same manner as for the
initial Face Amount, except that the Insured's Attained Age on the effective
date of the increase will be used and the charge per $1,000 of Face Amount
to be applied to the increase will be based on the amount of the entire new
Face Amount after giving effect to the increase.

See the discussion under "Accumulated Value Charges -- Decrease Charge --
Amount of Deferred Administrative Charge" in the Prospectus for application
of the Deferred Administrative Charge to spouse riders.

The issuance expenses covered by the Initial Monthly Administrative Charge
are the same expenses covered by the Deferred Administrative Charge included
in the Decrease Charge. LB will not, however, be reimbursed twice for these
expenses. If a Contract lapses or is totally surrendered during the 10-year
period when the Initial Monthly Administrative Charge applies, or if a
requested decrease in Face Amount occurs during the 10-year period when the
Initial Monthly Administrative Charge generally applies, the Initial Monthly
Administrative Charge will, in effect, generally be "accelerated" and
collected in the form of the Deferred Administrative Charge included in the
Decrease Charge.

Because the Deferred Administrative Charge included in the Decrease Charge
is in effect an "acceleration" of the Initial Monthly Administrative Charge,
the imposition of the Deferred Administrative Charge will generally
eliminate or reduce the Initial Monthly Administrative Charge. If the
Contract lapses or is totally surrendered during the 10-year period when the
Initial Monthly Administrative Charge applies so that the Decrease Charge is
imposed, the Initial Monthly Administrative Charge will not be collected. If
the Face Amount is decreased at the Contract Owner's request during this 10-
year period so that the Decrease Charge (including the Deferred
Administrative Charge) is imposed in part, the Initial Monthly
Administrative Charge will be reduced because of the Deferred Administrative
Charge imposed (being applied to reduce proportionately or eliminate the
Initial Monthly Administrative Charge attributable to that portion of the
Face Amount covered by the Decrease Charge).

If a Contract lapses and is then reinstated, the Initial Monthly
Administrative Charge will be reinstated until a total of 120 Monthly
Deductions have been taken. See "PAYMENT AND ALLOCATION OF PREMIUMS--
Contract Lapse and Reinstatement".

Cost of Insurance Rate

Under VUL 1 contracts, cost of insurance rates are be based on the initial
Face Amount and the gender, Attained Age and premium class of the Insured.
The actual monthly cost of insurance rates will be based on LB's
expectations as to future mortality experience. They will not, however, be
greater than the guaranteed cost of insurance rates set forth in the VUL 1
contract. These guaranteed rates are based on the Insured's Attained Age and
the 1980 Commissioners Standard Ordinary Mortality Table. Any change in the
cost of insurance rates will generally apply to all persons of the same
Attained Age, gender and premium class. In general, the actual cost of
insurance rate will be lower for VUL 1 contracts having a Face Amount at
issuance or after a requested increase that equals or exceeds $250,000.

Premium Class

Under VUL 1 contracts, LB places Insureds into standard premium classes and
into substandard premium classes, which involve a higher mortality risk. In
an otherwise identical VUL 1 contract, an Insured in the standard premium
class will have a lower cost of insurance than an Insured in a premium class
with higher mortality risks. The premium classes are also divided into two
categories: smokers and nonsmokers. Nonsmoking Insureds will generally incur
lower cost of insurance rates than Insureds who are classified as smokers.
Any Insured with an Attained Age at issuance under 20 will not be classified
initially as a smoker or nonsmoker and then will be classified as a smoker
at Attained Age 20 unless the Insured provides satisfactory evidence that
the Insured is a nonsmoker. (LB will provide notice to the Contract Owner of
the opportunity for the Insured to be classified as a nonsmoker when the
Insured reaches Attained Age 20.)

Maturity Date

As long as VUL 1 contracts remain in force, VUL 1 contracts provide life
insurance coverage on the named Insured up to the Insured's Attained Age 96.
The Maturity Date under VUL 1 contracts is the Contract Anniversary on or
next following the Insured's 96th birthday. If the Insured is living on the
Maturity Date of the VUL 1 contract, LB will pay the Accumulated Value for
the VUL 1 contract on the Maturity Date, reduced by any Contract Debt and
any unpaid Monthly Deductions and the VUL 1 contract will be terminated.
The Maturity Date is shown in the VUL 1 contract.

Issue Age and Minimum Face Amounts

VUL 1 contracts will be issued only on Insureds who have an Attained Age of
80 or less and who provide satisfactory evidence of insurability. The
Minimum Face Amount of a VUL 1 contract is $50,000 for Insureds with an
Attained Age of 20 through 50, and $25,000 for all other Insureds. The
Minimum Face Amount for a requested increase is $10,000 and a VUL 1 contract
owner may not increase the Face Amount after the Insured's Attained Age 80.

Ranges of Face Amounts

VUL 1 contracts have two ranges of Face Amounts: Face Amounts of less that
$250,000; and Face Amounts of $250,000 or more.

Death Benefit Guarantee Duration

For VUL 1 contracts, if sufficient premium payments have been made, the
Death Benefit Guarantee will apply until the latter of the Insured's
Attained Age 71 and the Attained Age of the Insured at the end of a period
ranging from 6 to 31 years after the Date of Issue.

Other Provisions

Under VUL 1 contracts, a loan request must be made in a minimum amount of
$100.

Sales and Other Agreements

For VUL 1 contracts with an initial Face Amount greater than or equal to
$1,000,000, during the first Contract Year after issue or following an
increase in Face Amount, the commissions will be not more than 40% of the
applicable Death Benefit Guarantee Premium.

APPENDIX E-1

Illustration of Death Benefits,
Accumulated Values and Cash Surrender Values
For VUL 1 Contracts

The following tables illustrate how the Death Benefits, Accumulated Values
and Cash Surrender Values of a VUL 1 contract may change with the investment
experience of the Variable Account. The tables show how the Death Benefits,
Accumulated Values and Cash Surrender Values of a VUL 1 contract issued to
an Insured of a given age (who pays a Scheduled Premium of $1,000 ) would
vary over time if the investment return on the assets held in each Portfolio
of the Fund were a uniform, gross, after-tax annual rate of 0 percent, 6
percent and 12 percent. The tables on pages E-1(a) through E-1(h) illustrate
a VUL 1 contract issued to a male age 35 in the nonsmoker premium class. The
Death Benefits, Accumulated Values and Cash Surrender Values would be lower
if the Insured were in a special premium class or if the Insured were a
smoker because the cost of insurance would be increased. Also, the Death
Benefits, Accumulated Values and Cash Surrender Values would be different
from those shown if the gross annual investment returns averaged 0 percent,
6 percent and 12 percent over a period of years, but fluctuated above and
below those averages for individual Contract Years.

The second column of the tables shows the Accumulated Value of the premiums
paid at a 5% interest rate. The third and sixth columns illustrate the Death
Benefit of a VUL 1 contract over the designated period. The fourth and
seventh columns illustrate the Accumulated Value of the VUL 1 contract over
the designated period. (The Accumulated Value is the total amount held under
a VUL 1 contract at any time.) The fifth and eighth columns illustrate the
Cash Surrender Value of a VUL 1 contract over the designated period. (The
Cash Surrender Value is equal to the Accumulated Value less any Decrease
Charge, Contract Debt (assumed to be 0 in these illustrations) and unpaid
Monthly Deductions (also assumed to be 0 in these illustrations).) The sixth
through the eighth columns assume that throughout the life of the VUL 1
contract, the monthly charge for the cost of insurance is based on the
current cost of insurance rates and the current Mortality and Expense Risk
Charge. The third through the fifth columns assume that the Mortality and
Expense Risk Charge and also that the monthly charge for the cost of
insurance are based on the maximum level permitted under the VUL 1 contract.
These maximum allowable cost of insurance rates are based on the 1980
Commissioners Standard Ordinary Mortality Table.

The amounts shown for Death Benefits, Accumulated Values and Cash Surrender
Values for the VUL 1 contract reflect the fact that the net investment
return of the Subaccounts of the Variable Account is lower than the gross,
after-tax return on the assets held in the Fund as a result of the advisory
fee paid by the Fund and charges made against the Subaccounts. The values
shown take into account the following fees and charges: the daily investment
advisory fee paid by the Fund, which is assumed to be equivalent to an
annual rate of .48% of the aggregate average daily net assets of the Fund,
based on the following fees: Growth (0.40%); High Yield (0.40%); Income
(0.40%); Money Market (0.40%); Opportunity Growth (0.40%); Mid Cap Growth
(0.40%); and World Growth (0.85%); and the daily charge to each Subaccount
for assuming mortality and expense risks, which is equivalent to a charge at
an annual current rate of .60% of the average assets of the Subaccounts and
which is guaranteed never to exceed an annual rate of .75%. After deduction
of these amounts, the illustrated gross annual investment rates of return
0%, 6% and 12% correspond to (a) net annual rates of -1.23%, 4.77% and
10.77%, respectively, assuming an advisory fee of .46% and a Mortality and
Expense Risk Charge of .75% and (b) net annual rates of -1.08%, 4.92% and
10.92%, respectively, assuming an advisory fee of .46% and a Mortality and
Expense Risk Charge of .60%.

The tables illustrate the VUL 1 contract values that would result based upon
the hypothetical investment rates of return if premiums are paid as
indicated, if all Net Premiums are allocated to the Variable Account and if
no Contract loans have been made. The tables are also based on the
assumptions that the Contract Owner has not requested an increase or
decrease in the Face Amount, that no partial surrenders have been made and
that no transfers above two have been made in any Contract Year.

<PAGE>
<TABLE>
<CAPTION>
LUTHERAN BROTHERHOOD
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE TO AGE 96
Male Issue Age: 35; Nonsmoker, $1,000.00 Annual Premium, $100,000 Face Amount
Option A--Varying Death Benefit Option
Assumed Hypothetical Gross Annual Investment Rate of Return: 0%

[1] [2] [3] [4] [5] [6] [7] [8]
Premiums Assuming Guaranteed Costs (1)(2) Assuming Current Costs (1)(2)
Accumul. -------------------------------- --------------------------------
End of at 5% Cash Cash
Cont. Interest Death Accumulated Surrender Death Accumulated Surrender
Year Per Year Benefit Value Value Benefit Value Value
------ -------- ------- ----------- --------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,050 100,675 675 63 100,712 712 100
2 2,152 101,331 1,331 767 101,406 1,406 842
3 3.310 101,967 1,967 1,451 102,080 2,080 1,564
4 4,525 102,584 2,584 2,116 102,735 2,735 2,267
5 5,801 103,181 3,181 2,761 103,371 3,371 2,951
6 7,142 103,759 3,759 3,423 103,989 3,989 3,653
7 8,549 104,307 4,307 4,055 104,588 4,588 4,336
8 10,026 104,835 4,835 4,667 105,169 5,169 5,001
9 11,577 105,334 5,334 5,250 105,732 5,732 5,648
10 13,206 105,803 5,803 5,803 106,277 6,277 6,277
11 14,917 106,290 6,290 6,290 106,841 6,841 6,841
12 16,712 106,736 6,736 6,736 107,374 7,374 7,374
13 18,598 107,153 7,153 7,153 107,878 7,878 7,878
14 20,578 107,529 7,529 7,529 108,353 8,353 8,353
15 22,657 107,864 7,864 7,864 108,788 8,788 8,788
16 24,840 108,161 8,161 8,161 109,182 9,182 9,182
17 27,132 108,406 8,406 8,406 109,537 9,537 9,537
18 29,539 108,589 8,589 8,589 109,852 9,852 9,852
19 32,065 108,710 8,710 8,710 110,104 10,104 10,104
20 34,719 108,759 8,759 8,759 110,294 10,294 10,294
Age
60 50,113 107,753 7,753 7,753 110,126 10,126 10,126
65 69,760 103,693 3,693 3,693 107,766 7,766 7,766
70 94,836 100,000 0 0 * 102,146 2,146 2,146
75 126,839 100,000 0 0 * 100,000 0 0
</TABLE>

(1) Assumes a $1,000.00 premium is paid at the beginning of each Contract
Year. Values will be different if premiums are paid with a different
frequency or in different amounts.

(2) Assumes that no Contract loans or partial surrenders have been made.
Excessive loans or withdrawals may cause the VUL 1 contract to lapse because
of insufficient Cash Surrender Value.

* Based on (1) and (2) above, the Death Benefit Guarantee is in effect to
Attained Age 71. Therefore, the VUL 1 contract remains in force even though
the Cash Surrender Value is zero. The $1,000.00 premium illustrated is
greater than the Death Benefit Guarantee Premium for this VUL 1 contract.

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, and will depend on
a number of factors, including the investment allocations by a Contract
Owner, and the different investment returns for the Fund. The Death Benefit
Accumulated Value and Cash Surrender Value for a VUL 1 contract would be
different from those shown above if the actual investment results applicable
to the VUL 1 contract average 0% over a period of years, but also fluctuated
above or below the average for individual Contract Years. No representation
can be made by us or by the Fund that these hypothetical returns can be
achieved for any one year, or sustained over any one year, or sustained over
any period of time.

<PAGE>
<TABLE>
<CAPTION>
LUTHERAN BROTHERHOOD
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE TO AGE 96
Male Issue Age: 35; Nonsmoker, $1,000.00 Annual Premium, $100,000 Face Amount
Option B--Level Death Benefit Option
Assumed Hypothetical Gross Annual Investment Rate of Return: 0%

[1] [2] [3] [4] [5] [6] [7] [8]
Premiums Assuming Guaranteed Costs (1)(2) Assuming Current Costs (1)(2)
Accumul. -------------------------------- ---------------------------------
End of at 5% Cash Cash
Cont. Interest Death Accumulated Surrender Death Accumulated Surrender
Year Per Year Benefit Value Value Benefit Value Value
------ -------- ------- ----------- --------- ------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,050 100,000 677 65 100,000 713 101
2 2,152 100,000 1,335 771 100,000 1,409 845
3 3,310 100,000 1,975 1,459 100,000 2,086 1,570
4 4,525 100,000 2,597 2,129 100,000 2,746 2,278
5 5,801 100,000 3,202 2,782 100,000 3,389 2,969
6 7,142 100,000 3,788 3,452 100,000 4,014 3,678
7 8,549 100,000 4,347 4,095 100,000 4,623 4,371
8 10,026 100,000 4,889 4,721 100,000 5,215 5,047
9 11,577 100,000 5,403 5,319 100,000 5,791 5,707
10 13,206 100,000 5,890 5,890 100,000 6,351 6,351
11 14,917 100,000 6,398 6,398 100,000 6,932 6,932
12 16,712 100,000 6,869 6,869 100,000 7,487 7,487
13 18,598 100,000 7,314 7,314 100,000 8,015 8,015
14 20,578 100,000 7,722 7,722 100,000 8,518 8,518
15 22,657 100,000 8,094 8,094 100,000 8,985 8,985
16 24,840 100,000 8,431 8,431 100,000 9,416 9,416
17 27,132 100,000 8,723 8,723 100,000 9,813 9,813
18 29,539 100,000 8,958 8,958 100,000 10,174 10,174
19 32,065 100,000 9,139 9,139 100,000 10,481 10,481
20 34,719 100,000 9,253 9,253 100,000 10,733 10,733
Age
60 50,113 100,000 8,685 8,685 100,000 11,003 11,003
65 69,760 100,000 5,176 5,176 100,000 9,266 9,266
70 94,836 100,000 0 0 * 100,000 4,286 4,286
75 126,839 100,000 0 0 * 100,000 0 0 *
</TABLE>

(1) Assumes a $1,000.00 premium is paid at the beginning of each Contract
Year. Values will be different if premiums are paid with a different
frequency or in different amounts.

(2) Assumes that no Contract loans or partial surrenders have been made.
Excessive loans or withdrawals may cause the VUL 1 contract to lapse because
of insufficient Cash Surrender Value.

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, and will depend on
a number of factors, including the investment allocations by a Contract
Owner, and the different investment returns for the Fund. The Death Benefit,
Accumulated Value and Cash Surrender Value for a VUL 1 contract would be
different from those shown above if the actual investment results applicable
to the VUL 1 contract average 0% over a period of years, but also fluctuated
above or below the average for individual Contract Years. No representation
can be made by us or by the Fund that these hypothetical returns can be
achieved for any one year, or sustained over any one year, or sustained over
any period of time.

(1) Assumes a $1,000.00 premium is paid at the beginning of each Contract
Year. Values will be different if premiums are paid with a different
frequency or in different amounts.

(2) Assumes that no Contract loans or partial surrenders have been made.
Excessive loans or withdrawals may cause the VUL 1 contract to lapse because
of insufficient Cash Surrender Value.

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, and will depend on
a number of factors, including the investment allocations by a Contract
Owner, and the different investment returns for the Fund. The Death Benefit,
Accumulated Value and Cash Surrender Value for a VUL 1 contract would be
different from those shown above if the actual investment results applicable
to the VUL 1 contract average 0% over a period of years, but also fluctuated
above or below the average for individual Contract Years. No representation
can be made by us or by the Fund that these hypothetical returns can be
achieved for any one year, or sustained over any one year, or sustained over
any period of time.

<PAGE>
<TABLE>
<CAPTION>
LUTHERAN BROTHERHOOD
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE TO AGE 96
Male Issue Age: 35; Nonsmoker, $1,000.00 Annual Premium, $100,000 Face Amount
Option B--Level Death Benefit Option
Assumed Hypothetical Gross Annual Investment Rate of Return: 6%

(1) Assumes a $1,000.00 premium is paid at the beginning of each Contract
Year. Values will be different if premiums are paid with a different
frequency or in different amounts.

(2) Assumes that no Contract loans or partial surrenders have been made.
Excessive loans or withdrawals may cause the VUL 1 contract to lapse because
of insufficient Cash Surrender Value.

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, and will depend on
a number of factors, including the investment allocations by a Contract
Owner, and the different investment returns for the Fund. The Death Benefit,
Accumulated Value and Cash Surrender Value for a VUL 1 contract would be
different from those shown above if the actual investment results applicable
to the VUL 1 contract average 0% over a period of years, but also fluctuated
above or below the average for individual Contract Years. No representation
can be made by us or by the Fund that these hypothetical returns can be
achieved for any one year, or sustained over any one year, or sustained over
any period of time.

(1) Assumes a $1,000.00 premium is paid at the beginning of each Contract
Year. Values will be different if premiums are paid with a different
frequency or in different amounts.

(2) Assumes that no Contract loans or partial surrenders have been made.
Excessive loans or withdrawals may cause the VUL 1 contract to lapse because
of insufficient Cash Surrender Value.

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, and will depend on
a number of factors, including the investment allocations by a Contract
Owner, and the different investment returns for the Fund. The Death Benefit,
Accumulated Value and Cash Surrender Value for a VUL 1 contract would be
different from those shown above if the actual investment results applicable
to the VUL 1 contract average 0% over a period of years, but also fluctuated
above or below the average for individual Contract Years. No representation
can be made by us or by the Fund that these hypothetical returns can be
achieved for any one year, or sustained over any one year, or sustained over
any period of time.

<PAGE>
<TABLE>
<CAPTION>
LUTHERAN BROTHERHOOD
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE TO AGE 96
Male Issue Age: 35; Nonsmoker, $1,000.00 Annual Premium, $100,000 Face Amount
Option B--Level Death Benefit Option
Assumed Hypothetical Gross Annual Investment Rate of Return: 12%

(1) Assumes a $1,000.00 premium is paid at the beginning of each Contract
Year. Values will be different if premiums are paid with a different
frequency or in different amounts.

(2) Assumes that no Contract loans or partial surrenders have been made.
Excessive loans or withdrawals may cause the VUL 1 contract to lapse because
of insufficient Cash Surrender Value.

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, and will depend on
a number of factors, including the investment allocations by a Contract
Owner, and the different investment returns for the Fund. The Death Benefit,
Accumulated Value and Cash Surrender Value for a VUL 1 contract would be
different from those shown above if the actual investment results applicable
to the VUL 1 contract average 0% over a period of years, but also fluctuated
above or below the average for individual Contract Years. No representation
can be made by us or by the Fund that these hypothetical returns can be
achieved for any one year, or sustained over any one year, or sustained over
any period of time.

APPENDIX E-2
DEFERRED ADMINISTRATIVE CHARGES
PER $1,000 OF FACE AMOUNT
VUL 1 CONTRACTS

The following tables include the maximum Deferred Administrative Charge Per
$1,000 of Face Amount that will apply under a VUL 1 contract. The specific
maximum charge applicable to a VUL 1 contract at issuance can be determined
from the attached tables based upon the initial Face Amount, the Insured's
Attained Age at VUL 1 contract issuance, and, except for Insured's with an
Attained Age under 20, whether the Insured is a smoker or nonsmoker. For an
Insured with an Attained Age under 20, reference should be made to the
column entitled "Standard" in each table, rather than to the columns
entitled "Smoker" or "Nonsmoker".

In general, the maximum Deferred Administrative Charge applicable to a VUL 1
contract will be determined from Table 1. The lower maximum charges shown
in Table 2 apply to VUL 1 contracts with a Face Amount that equals or
exceeds $250,000 at issuance. Subsequent requested increases in Face Amount
result in a total Face Amount that equals or exceeds $250,000 will qualify
for the lower maximum charges shown in Table 2.

The Deferred Administrative Charge does not apply to spouse riders.

TABLE 1
FACE AMOUNTS OF LESS THAN $250,000

Maximum Deferred
Administrative Charges Per $1,000 of Face Amount

Attained Age at Date of Issuance Standard
or Effective Date of Requested (Attained Age
Increase, As Appropriate under 20) Smoker
Nonsmoker
------------------------------- ------------ ------ ---------

0-4 $3.60
5-9 $3.60
10-14 $4.80
15-19 $4.80
20-24 $6.00 $4.80
25-29 $6.00 $4.80
30-34 $7.20 $4.80
35-39 $7.20 $4.80
40-44 $7.20 $6.00
45-49 $8.40 $6.00
50-54 $8.40 $7.20
55-59 $8.40 $7.20
60-64 $8.40 $8.40
65-69 $8.40 $8.40
70-74 $8.40 $8.40
75-80 $8.40 $8.40

TABLE 2
FACE AMOUNTS OF $250,000 OR MORE

Maximum Deferred
Administrative Charges Per $1,000 of Face Amount

0-4 $2.40
5-9 $2.40
10-14 $3.60
15-19 $3.60
20-24 $4.80 $3.60
25-29 $4.80 $3.60
30-34 $6.00 $3.60
35-39 $6.00 $3.60
40-44 $6.00 $4.80
45-49 $6.00 $4.80
50-54 $6.00 $6.00
55-59 $6.00 $6.00
60-64 $6.00 $6.00
65-69 $6.00 $6.00
70-74 $6.00 $6.00
75-80 $6.00 $6.00

APPENDIX E-3

Initial Monthly Administrative Charges
Per $1,000 of Face Amount
VUL 1 Contracts

The following tables include the Initial Monthly Administrative Charge for
$1,000 of Face Amount that will apply under a VUL 1 contract. The specific
charge applicable to a VUL 1 contract at issuance can be determined from the
attached tables based upon the initial Face Amount, the Insured's Attained
Age at contract issuance, and, except for Insureds with an Attained Age
under 20, reference should be made to the column entitled "Standard" in each
table, rather than to the columns entitled "Smoker" or "Nonsmoker".

In general, the Initial Monthly Administrative Charge applicable to a VUL 1
contract will be determined from Table 1. The lower charges shown in Table 2
apply to contracts with a Face Amount that equals or exceeds $250,000 at
issuance. Subsequent increases in Face Amount that result in a total Free
Amount that equals or exceeds $250,000, will qualify for the lower charges
shown in Table 2.

If the Face Amount is increased, an additional Initial Monthly
Administrative Charge will be calculated for the increase in an amount
determined in the same manner as for the initial Face Amount, except that
the Insured's Attained Age on the effective date of the increase and the
resulting total Face Amount will be used.

If a spouse rider providing life insurance benefits on the Insured's spouse
is included in the original contract or added subsequently, an additional
Initial Monthly Administrative Charge will be calculated for the spouse
rider in an amount determined in the same manner as for the initial Face
Amount, except that the spouse's Attained Age and smoker or nonsmoker status
on the effective date of the rider will be used. For a spouse with an
Attained Age under 20, reference should be made to the column entitled
"Standard", rather than to the columns entitled "Smoker" or "Nonsmoker".
Spouse riders do not qualify for the lower rates in Table 2.

<PAGE>
TABLE 1
FACE AMOUNTS OF LESS THAN $250,000

Initial Monthly Administrative Charges
Per $1,000 of Face Amount

Attained Age at Date of Issuance Standard
or Effective Date of Requested (Attained Age
Increase, As Appropriate under 20) Smoker Nonsmoker
-------------------------------- ------------ ------ ---------

0-4 $0.03
5-9 $0.03
10-14 $0.04
15-19 $0.04
20-24 $0.05 $0.04
25-29 $0.05 $0.04
30-34 $0.06 $0.05
35-39 $0.06 $0.04
40-44 $0.06 $0.05
45-49 $0.07 $0.05
50-54 $0.07 $0.06
55-59 $0.07 $0.06
60-64 $0.07 $0.07
65-69 $0.07 $0.07
70-74 $0.07 $0.07
75-80 $0.07 $0.07

TABLE 2
FACE AMOUNTS OF $250,000 OR MORE

Initial Monthly Administrative Charges
Per $1,000 of Face Amount

Attained Age at Date of Issuance Standard
or Effective Date of Requested (Attained Age
Increase, As Appropriate under 20) Smoker Nonsmoker
-------------------------------- ------------ ------ ---------

0-4 $0.02
5-9 $0.02
10-14 $0.03
15-19 $0.03
20-24 $0.04 $0.03
25-29 $0.04 $0.03
30-34 $0.05 $0.03
35-39 $0.05 $0.03
40-44 $0.05 $0.04
45-49 $0.05 $0.04
50-54 $0.05 $0.05
55-59 $0.05 $0.05
60-64 $0.05 $0.05
65-69 $0.05 $0.05
70-74 $0.05 $0.05
75-80 $0.05 $0.05

<PAGE>
Part II

UNDERTAKINGS

Undertaking required by Section 26(e)(1) of the Investment Company Act of
1940.

Lutheran Brotherhood hereby represents that, as to the flexible premium
variable life contracts that are the subject of this registration statement,
File Number 33-72386, that the fees and charges deducted under the
contracts, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred and the risks assumed by
Lutheran Brotherhood.

CONTENTS OF REGISTRATION STATEMENT

This Post-Effective Amendment No. 8 Registration Statement comprises the
following papers and documents:

The facing sheet.

The general form of Prospectus, consisting of __ pages.

Representations, descriptions, and undertakings pursuant to Rule 6e-3(T)
under the Investment Company Act of 1940 (the "1940 Act). (3)

The signatures (including Powers of Attorney).

Written consents of the following persons:

Actuary - filed as Exhibit 6. (4)
Accountant - filed as Exhibit 10. (5)
Counsel - filed as Exhibit 11. (5)

The following exhibits:

1. The following exhibits correspond to those required by paragraph A of
the istructions as to exhibits in Form N-8B-2:

A. (1) Resolutions of Board of Directors of Lutheran Brotherhood ("LB")
establishing the LB Variable Insurance Account I ("the
Account"). (3)

(2) Not Applicable.

(3) (a) Distribution Agreement between Lutheran Brotherhood
Securities Corp. ("LBSC") and LB. (3)

(b) Form of Agreement between LBSC and General Agent with
respect to the sale of the Contracts. (3)

(d) Schedules of sales commissions. (3)

(4) Not Applicable.

(5) (a) Form of Contract. (2)(3)

(b) Available Contract Riders. (2)(3)

(6) Articles of Incorporation and Bylaws of LB. (3)

(7) Not Applicable.

(8) See Exhibit 1.A.(3)(a). (3)

(9) Not Applicable.

(10) Contract Application Form. (3)

2. Opinion of Counsel as to the legality of the securities being
registered. (1)

3. None.

4. Not Applicable.

5. Not Applicable.

6. Actuarial Opinion and Consent. (4)

7. Actuarial basis of cash value adjustment pursuant to Rule
6e-3(T)(b)(13)(v)(B) under the 1940 Act. (3)

8. Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(ii) under the 1940
Act. (3)

9. Pursuant to Rule 6e-3(T)(b)(13)(iii)(F)(3) under the 1940 Act, brief
description of methodology used to support the representation made
regarding the level of the Mortality Risk Charge and the Expense Risk
Charge pursuant to Rule 6e-3(T)(b)(13)(iii)(F)(2) under the 1940 Act.
(3)

10. Accountant's Consent. (5)

11. Counsel Consent. (5)

12. Powers of Attorney. (1)(3)
________________________________

(1) Included in post-effective amendment No. 4 to the registration
statement on Form S-6, Registration No. 33-72386, filed by the Registrant on
April 30, 1996.

(2) Included in post-effective amendment No. 5 to the registration
statement on Form S-6, Registration No. 33-72386, filed by the Registrant on
February 28, 1997.

(3) Included in post-effective amendment No. 7 to the registration
statement on Form S-6, Registration No. 33-72386, filed by the Registrant on
April 29, 1998.

(4) Filed herewith.

(5) To be filed by subsequent amendment.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all of the requirements for effectiveness of this
amendment to the Registration Statement pursuant to Rule 485(a)(1) under the
Securities Act of 1933 and has duly caused this amendment to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis and State of Minnesota
on the 1st day of March, 1999.

LB VARIABLE INSURANCE ACCOUNT I
(Registrant)

By LUTHERAN BROTHERHOOD
(Depositor)

By /s/ Robert P. Gandrud
----------------------------
Robert P. Gandrud, President

Pursuant to the requirements of the Securities Act of 1933, the Depositor
has duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Minneapolis and State of Minnesota on the 1st day of March, 1999.

LUTHERAN BROTHERHOOD
(Depositor)

By /s/ Robert P. Gandrud
----------------------------
Robert P. Gandrud, President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed on the 1st day of March, 1999
by the following directors and officers of Depositor in the capacities
indicated:

/s/ Robert P. Gandrud President and Chief Executive Officer
----------------------- (Chief Executive Officer)
Robert P. Gandrud

/s/ Jerald E. Sourdiff Chief Financial Officer (Principal
----------------------- Financial Officer)
Jerald E. Sourdiff

/s/ David K. Stewart Treasurer (Principal Accounting Officer)
-----------------------
David K. Stewart

A Majority of the Board of Directors:

Robert O. Blomquist Herbert D. Ihle
Richard W. Duesenberg Richard Kessler
Robert P. Gandrud Judith K. Larsen
Bobby I. Griffin Luther S. Luedtke
William R. Halling John P. McDaniel
James M. Hushagen Mary Ellen H. Schmider

Otis F. Hilbert, by signing his name hereto, does hereby sign this document
on behalf of each of the above-named directors of Lutheran Brotherhood
pursuant to powers of attorney duly executed by such persons.

/s/ Otis F. Hilbert
-------------------------------
Otis F. Hilbert, Attorney-in-Fact

<PAGE>
LB VARIABLE INSURANCE ACCOUNT I

INDEX TO EXHIBITS

Exhibit
Number Exhibit
--------- -------

6 Actuarial Opinion and Consent.

625 Fourth Avenue South
Minneapolis, Minnesota 55415

[logo] LUTHERAN
BROTHERHOOD EXHIBIT 6

February 25, 1999

To Whom It May Concern:

This opinion is furnished in connection with the registration by Lutheran
Brotherhood of a flexible premium variable life insurance contract
("Contract") under the Securities Act of 1933. The prospectus included in
Post-Effective Amendment No. 8 to Registration Statement No. 33-72386 filed
on Form S-6 for the Contract describes the Contract. The form of the
Contract was designed under my supervision, and I am familiar with the
Registration Statement and Exhibits attached thereto.

In my opinion:

The illustration of Death Benefits, Accumulated Values and Cash Surrender
Values included in the section entitled, "Illustration of Death Benefits,
Accumulated Values and Cash Surrender Values" in Appendix B of the
prospectus, based on the assumptions stated on the illustrations, are
consistent with the provisions of the Contract. The pricing of the Contract
was not completed so as to make the relationship between premiums and
benefits, as shown in the illustrations, appear more favorable to a
prospective purchaser of the Contract for a male in the preferred class aged
35, than to prospective purchasers of the Contract for other premium
classes, for other ages, or for females.

The illustration of Death Benefits, Accumulated Values and Cash Surrender
Values included in the section entitled, "Illustration of Death Benefits,
Accumulated Values and Cash Surrender Values" in Appendix E of the
prospectus, based on the assumptions stated on the illustrations, are
consistent with the provisions of the Contract. The pricing of the Contract
was not completed so as to make the relationship between premiums and
benefits, as shown in the illustrations, appear more favorable to a
prospective purchaser of the Contract for a nonsmoker male aged 35, than to
prospective purchasers of the Contract for other premium classes, for other
ages, or for females.

I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to my name under the heading
"EXPERTS" in the Prospectus.

Sincerely,

/s/ Kenneth A. Dahlberg
Kenneth A. Dahlberg, FSA, MAAA
Managing Actuary

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