CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
486BPOS, 1999-04-22
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As filed with the Securities and Exchange Commission on April 22, 1999.

File No. 33-73738
File No. 811-8260

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                     |_|
     Pre-Effective Amendment No.                                            |_|
     Post-Effective Amendment No. 9                                         |X|

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940             |_|
     Amendment No. 10                                                       |X|

                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                           (Exact Name of Registrant)

                       CUNA MUTUAL LIFE INSURANCE COMPANY
                               (Name of Depositor)

                                2000 Heritage Way
                               Waverly, Iowa 50677
              (Address of Depositor's Principal Executive Offices)

                  Depositor's Telephone Number: (319) 352-4090

                            Barbara L. Secor, Esquire
                                2000 Heritage Way
                               Waverly, Iowa 50677
               (Name and Address of Agent for Service of Process)

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

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

|X|  on May 1, 1999 pursuant to paragraph (b) of Rule 485

|_|  60 days after filing pursuant  to  paragraph  (a)(i) of Rule 485

|_|  on  pursuant  to  paragraph (a)(i) of Rule 485

|_|  75 days after filing  pursuant to paragraph  (a)(ii)

|_|  on pursuant to paragraph (a)(ii) of Rule 485

The index to attached exhibits is found following the signature pages.

================================================================================
<PAGE>

CUNA MUTUAL LIFE INSURANCE COMPANY                                   PROSPECTUS
2000 Heritage Way, Waverly, Iowa  50677-9202
(319) 352-4090        (800) 798-5500                                May 1, 1999


This Prospectus  describes the individual  flexible  premium  deferred  variable
annuity  contract  ("Contract")  being  offered by CUNA  Mutual  Life  Insurance
Company ("Company").  Please read it carefully and keep it for future reference.
The Company may sell the Contract to  individuals,  or to or in connection  with
retirement plans, including plans that qualify for special federal tax treatment
under the Internal Revenue Code of 1986, as amended ("Code").

The Owner ("you") may allocate  purchase payments and Contract Values to either:
(1) one or more of the  Subaccounts  of the CUNA  Mutual Life  Variable  Annuity
Account ("Variable  Account"),  or (2) to the Guaranteed Interest Option, or (3)
to both. The investment performance of the mutual fund portfolios underlying the
Subaccounts  you select will  affect the  Contract  value to the  Annuity  Date,
except for amounts you invest in the Guaranteed  Interest Option and will affect
the size of  variable  annuity  payments  after the annuity  date.  You bear the
entire investment risk on any amounts you allocate to the Variable Account.

Each  Subaccount  of the  Variable  Account  invests  solely in a  corresponding
portfolio of one of the following Funds:

                              Ultra Series Fund
   
        Money Market Fund                        Growth and Income Stock Fund
        Bond Fund                                Capital Appreciation Stock Fund
        Balanced Fund                            Mid-Cap Stock Fund
    
   
                    T. Rowe Price International Series, Inc.
                   T. Rowe Price International Stock Portfolio
    

       MFS(R) Variable Insurance TrustSM ("MFS Variable Insurance Trust")
      MFS(R) Global Governments SeriesSM ("MFS Global Governments Series")
         MFS(R) Emerging Growth Series SM ("MFS Emerging Growth Series")

   
                       Oppenheimer Variable Account Funds
                         Oppenheimer High Income Fund/VA
    

                     Templeton Variable Products Series Fund
                   Templeton Developing Markets Fund: Class 2

Inside this Prospectus,  you will find basic  information about the Contract and
the Variable  Account that you should know before  investing.  The  Statement of
Additional   Information  ("SAI")  contains  additional  information  about  the
Contract  and the Variable  Account.  You will find its table of contents on the
last page of this  Prospectus.  The SAI has been filed with the  Securities  and
Exchange  Commission  (SEC) and is incorporated  by reference.  You may obtain a
copy of the SAI dated May 1, 1999,  free of charge by contacting  the Company at
the address or telephone number shown above.  Additionally,  the SEC maintains a
website at  http://www.sec.gov  that contains the SAI material  incorporated  by
reference and other information.

This Prospectus must be accompanied by a current prospectus for the Ultra Series
Fund, T. Rowe Price  International  Series,  Inc., MFS Variable Insurance Trust,
Oppenheimer Variable Account Funds, and Templeton Variable Products Series Fund.

Investment  in a variable  annuity  contract is subject to risks,  including the
possible loss of  principal.  Unlike  credit union and bank  accounts,  Contract
Value invested in the Variable Account is not insured.  Variable  Contract Value
is not  deposited  in or  guaranteed  by any  credit  union  or bank  and is not
guaranteed by any government agency.

The Securities and Exchange  Commission has not approved or disapproved of these
securities  or passed upon the  adequacy or  accuracy  of this  prospectus.  Any
representation to the contrary is a criminal offense.
<PAGE>
                                TABLE OF CONTENTS
   
DEFINITIONS....................................................................1
    
EXPENSE TABLES.................................................................3

CONDENSED FINANCIAL INFORMATION................................................5

SUMMARY........................................................................8
   The Contract................................................................8
   Charges and Deductions......................................................9
   Annuity Provisions..........................................................9
   Federal Tax Status..........................................................9

CUNA MUTUAL LIFE INSURANCE COMPANY, THE CUNA MUTUAL LIFE VARIABLE ANNUITY
  ACCOUNT, AND THE UNDERLYING FUNDS...........................................10
   CUNA Mutual Life Insurance Company.........................................10
   CUNA Mutual Life Variable Annuity Account..................................10
   The Underlying Funds.......................................................11
   The Ultra Series Fund......................................................11
     Money Market Fund........................................................11
     Bond Fund................................................................11
     Balanced Fund............................................................11
     Growth and Income Stock Fund.............................................12
     Capital Appreciation Stock Fund..........................................12
     Mid-Cap Stock Fund.......................................................12
   T. Rowe Price International Series, Inc./T. Rowe Price International
     Stock Portfolio..........................................................12
   MFS Variable Insurance Trust...............................................12
     MFS Global Governments Series............................................12
     MFS Emerging Growth Series...............................................12
   Oppenheimer Variable Account Funds / Oppenheimer High Income Fund/VA.......12
   Templeton Variable Products Series Fund / Templeton Developing
     Markets Fund: Class 2....................................................12
   Availability of the Funds..................................................13
   Resolving Material Conflicts...............................................13
   Addition, Deletion or Substitution of Investments..........................13

DESCRIPTION OF THE CONTRACT...................................................14
   Issuance of a Contract.....................................................14
   Purchase Payments..........................................................14
   Right to Examine...........................................................15
   Allocation of Purchase Payments............................................16
   Variable Contract Value....................................................16
   Transfer Privileges........................................................17
   Surrenders and Partial Withdrawals.........................................19
   Contract Loans.............................................................20
   Death Benefit Before the Annuity Date......................................21
   Death Benefit After the Annuity Date.......................................22
   Annuity Payments on the Annuity Date.......................................22
   Payments...................................................................23
   Modification...............................................................23
   Reports to Owners..........................................................23
   Inquiries..................................................................23

THE GUARANTEED INTEREST OPTION................................................24
   Category 1.................................................................24
     Guaranteed Interest Option Value.........................................24
     Guarantee Periods........................................................25
     Net Purchase Payment Preservation Program................................25
     Interest Adjustment......................................................25
   Category 2.................................................................26
     Guaranteed Interest Option Value.........................................27
     Guarantee Periods........................................................27
     Net Purchase Payment Preservation Program................................28
   Category 3.................................................................28

CHARGES AND DEDUCTIONS........................................................28
   Surrender Charge (Contingent Deferred Sales Charge)........................28
   Annual Contract Fee........................................................29
   Asset-Based Administration Charge..........................................29
   Transfer Processing Fee....................................................29
   Lost Contract Request......................................................30
   Mortality and Expense Risk Charge..........................................30
   Fund Expenses..............................................................30
   Premium Taxes..............................................................30
   Other Taxes................................................................31

ANNUITY PAYMENT OPTIONS.......................................................31
   Election of Annuity Payment Options........................................31
   Fixed Annuity Payments.....................................................31
   Variable Annuity Payments..................................................31
   Description of Annuity Payment Options.....................................32

YIELDS AND TOTAL RETURNS......................................................33

FEDERAL TAX MATTERS...........................................................34
   Introduction...............................................................34
   Tax Status of the Contract.................................................34
   Taxation of Annuities......................................................35
   Transfers, Assignments or Exchanges of a Contract..........................37
   Withholding................................................................37
   Multiple Contracts.........................................................37
   Taxation of Qualified Plans................................................37
   Possible Charge for the Company's Taxes....................................39
   Other Tax Consequences.....................................................39

DISTRIBUTION OF THE CONTRACTS.................................................39

LEGAL PROCEEDINGS.............................................................40

PREPARING FOR YEAR 2000.......................................................40

VOTING RIGHTS.................................................................40

COMPANY HOLIDAYS..............................................................41

FINANCIAL STATEMENTS..........................................................41
<PAGE>
                                   DEFINITIONS

Accumulation Unit   A unit of measure used to calculate Variable Contract Value.

   
Adjusted Contract   The  Contract  Value  less  applicable  premium  tax not yet
Value               deducted,  less a pro-rated  portion of the annual  Contract
                    fee, plus or minus any applicable interest  adjustment,  and
                    (for annuity option 1) less any applicable surrender charges
                    as of the Annuity Date.
    
Annuitant           The person or persons whose life (or lives)  determines  the
                    annuity  payment  benefits  payable  under the  Contract and
                    whose death determines the death benefit. The maximum number
                    of joint  Annuitants is two and provisions  referring to the
                    death of an Annuitant  mean the death of the last  surviving
                    Annuitant.

Annuity Date        The date when the  Adjusted  Contract  Value will be applied
                    under an annuity payment  option,  if the Annuitant is still
                    living.

Annuity Unit        A  unit  of  measure  used  to  calculate  variable  annuity
                    payments.

Beneficiary         The person to whom the  proceeds  payable on the death of an
                    Annuitant will be paid.

Contract            The same date in each Contract Year as the Contract Date.
Anniversary

Contract Date       The  date  set  forth  on  the  specifications  page  of the
                    Contract  which  is used to  determine  Contract  Years  and
                    Contract Anniversaries.

Contract Year       A  twelve-month  period  beginning on the  Contract  Date or
                    on a Contract Anniversary.

Contract Value      The total amount invested under the Contract.  It is the sum
                    of the Variable  Contract  Value,  the  Guaranteed  Interest
                    Option Value and the balance of the Loan Account.

DCA One Year        A Dollar Cost Averaging One Year Guarantee Period described
Guarantee           in the Section entitled THE GUARANTEED INTEREST OPTION.
Period

Due Proof           Proof of death satisfactory to the Company.  Such proof may
of Death            consist of the following if acceptable to the Company:

                     (a) a certified copy of the death record;
                     (b) a  certified  copy of a court  decree  reciting  a
                         finding of death;
                     (c) any other proof satisfactory to the Company.

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

Guarantee Amount    Any portion of Guaranteed Interest Option Value allocated to
                    a particular  Guarantee Period with a particular  expiration
                    date  (including  interest  thereon)  less  any  withdrawals
                    therefrom.

Guarantee Period    A choice under the Guaranteed  Interest Option of a specific
                    number of years for  which  the  Company  agrees to credit a
                    particular effective annual interest rate.
   
Guaranteed  Interest An allocation  option  under  the  Contract  funded  by the
Option              Company's  General  Account.  It  is  neither  part  of  nor
                    dependent  upon the  investment  performance of the Variable
                    Account.
    
Guaranteed Interest The value of the Contract in the Guaranteed Interest Option.
Option Value

Home Office         The Company's principal office at 2000 Heritage Way, 
                    Waverly, Iowa 50677.

Loan Account        For any Contract, a portion of the Company's General Account
                    to which Contract Value is transferred to provide collateral
                    for any loan taken under the Contract.
   
Loan Amount         Except on a Contract Anniversary,  the Contract Value in the
                    Loan  Account  plus any  interest  charges  accrued  on such
                    Contract  Value up to that time. On a Contract  Anniversary,
                    the Loan Amount equals the balance of the Loan Account.
    
Net Purchase        A purchase  payment less any premium taxes deducted from 
Payment             purchase payments.

Non-Qualified       A contract that is not a "Qualified Contract."
Contract

Owner               The  person(s)  ("you") who own(s) the  Contract  and who is
                    (are)   entitled  to  exercise  all  rights  and  privileges
                    provided in the Contract.

Payee               The Annuitant(s) during the annuity period.

Qualified           A  contract  that is issued in  connection  with  retirement
Contract            plans that qualify for special  federal income tax treatment
                    under Section(s) 401, 403(b), 408, 408A or 457 of the Code.

Series              An investment portfolio (sometimes called a "Fund") of Ultra
                    Series Fund, T. Rowe Price International  Series,  Inc., MFS
                    Variable  Insurance  Trust,   Oppenheimer  Variable  Account
                    Funds, Templeton Variable Products Series Fund, or any other
                    open-end  management  investment  company or unit investment
                    trust in which a Subaccount invests.

Subaccount          A subdivision of the Variable  Account,  the assets of which
                    are invested in a corresponding underlying Fund.

Surrender Value     The  Contract  Value plus the value of any  paid-up  annuity
                    additions plus or minus any applicable interest  adjustment,
                    less any  applicable  surrender  charges,  premium taxes not
                    previously  deducted,  and the annual  Contract fee and Loan
                    Amount.

Valuation Day       For each  Subaccount,  each day on which the New York  Stock
                    Exchange is open for business except for the holidays listed
                    in the Prospectus under "Company  Holidays" and any day that
                    a Subaccount's corresponding Fund does not value its shares.

Valuation           The period that starts at 3:00 p.m. Central Time on one 
Period              Valuation Day and ends at 3:00 p.m. on the next succeeding
                    Valuation Day.

Variable Account    CUNA Mutual Life Variable Annuity Account.

Variable Contract   The value of the Contract in the Variable Account.
Value

Written Notice      A Written Notice or request in a form satisfactory to the 
                    Company which is signed by the Owner and received at the
                    Home Office.
<PAGE>
                                 EXPENSE TABLES

The following  expense  information  assumes that the entire  Contract  Value is
Variable Contract Value.

Owner Transaction Expenses
         Sales Charge Imposed on Purchase Payments                     None 
         Maximum Surrender Charge (contingent deferred sales charge) 
         as a percentage of purchase payments                          7% 
         Transfer Processing Fee                                       None*
Annual Contract Fee                                                    $30**
Variable Account Annual Expenses
         (as a percentage of net assets)
         Mortality and Expense Risk Charge                             1.25%
         Other Variable Account Expenses                               0.15%
         Total Variable Account Expenses                               1.40%
Annual Fund Expenses
         (as percentage of average net assets)
   
<TABLE>
                                                                                                           Total Annual
Portfolio Name                                       Management Fees     Other Expenses     12b-1 Fees    Fund Expenses
<S>                                                       <C>                 <C>                             <C>  
Money Market Fund                                         0.45%               0.01%            None           0.46%
Bond Fund                                                 0.55%               0.01%            None           0.56%
Balanced Fund                                             0.70%               0.01%            None           0.71%
Growth and Income Stock Fund                              0.60%               0.01%            None           0.61%
Capital Appreciation Stock Fund                           0.80%               0.01%            None           0.81%
Mid-Cap Stock Fund                                        1.00%               0.01%            None           1.01%
T. Rowe Price International Stock Portfolio(4)            1.05%               0.0%             None           1.05%
MFS Global Governments Series                             0.75%            0.26%(1)(2)         None           1.00%
(After expense limitation)
MFS Emerging Growth Series                                0.75%             0.10% (1)          None           0.85%
(After expense limitation)
Oppenheimer High Income Fund/VA                           0.75%               0.06%            None           0.81%
Templeton Developing Markets Fund:  Class 2(3)            1.25%               0.41%           0.25%           1.91%
    
</TABLE>
*    The  Company  reserves  the  right  to  charge a $10  transfer  fee on each
     transfer after the first 12 transfers in any Contract  Year.  (See SUMMARY,
     Charges and Deductions.)

**   The Company does not deduct the annual  Contract fee if the Contract  Value
     is $25,000 or more. (See SUMMARY, Annual Contract Fee.)

(1)  These Series have an expense offset  arrangement  which reduces the Series'
     custodian  fee based upon the amount of cash  maintained by the Series with
     its custodian and dividend  disbursing agent, and may enter into other such
     arrangements and directed brokerage arrangements (which would also have the
     effect of reducing the Series'  expenses).  Any such fee reductions are not
     reflected under "Other Expenses".

   
(2)  The annual expenses listed for the MFS Global Governments Series are net of
     certain  reimbursements by its investment  adviser.  The investment adviser
     has agreed to bear,  subject to  reimbursement,  until  December  31, 2004,
     expenses of the Global  Governments  Series such that the Series' aggregate
     operating  expenses do not exceed  1.00%,  on an annualized  basis,  of its
     average daily net assets. See "Information  Concerning Shares of The Series
     - Expenses" in the prospectus of the MFS Global Governments Series. For the
     1998 fiscal year, absent this expense arrangement, the "Other Expenses" and
     the "Total  Annual  Fund  Expenses"  shown  above  would be .36% and 1.11%,
     respectively.
    

(3)  Class 2 of the Fund has a  distribution  plan or "Rule 12b-1 Plan" which is
     described in the Fund's prospectus.

   
(4)  Management fees include operating expenses.
    

Premium taxes may be applicable, depending on the laws of various jurisdictions.

Each underlying Fund's management  provided us with the expense  information for
these underlying Funds. We have not independently verified this information.

The tables are  intended to assist you in  understanding  the costs and expenses
that you will bear directly or  indirectly.  The tables reflect the expenses for
the  Variable  Account  and  for  each  of the  underlying  Funds  available  as
investment options for the fiscal year ended December 31, 1998.  Expenses of the
funds are not fixed or  specified  under the terms of the  Contract,  and actual
expenses may vary.  For a more  complete  description  of the various  costs and
expenses see "Charges and Deductions" and the  prospectuses for the Ultra Series
Fund, the T. Rowe Price International  Series,  Inc., the MFS Variable Insurance
Trust,  the  Oppenheimer  Variable  Account  Funds,  and the Templeton  Variable
Products Series Fund which accompany this Prospectus.

An Owner would pay the following expenses on a $1,000 investment,  assuming a 5%
annual return on assets:

1.   If the Contract is surrendered  (or  annuitized  under annuity option 1) at
     the end of the applicable time period:

Subaccount                             1 Year     3 Years    5 Years   10 Years

   
Money Market                               83         106        131        225
Bond                                       84         109        136        236
Balanced                                   85         113        144        251
Growth and Income Stock                    84         110        139        241
Capital Appreciation Stock                 86         116        149        262
Mid-Cap Stock Fund                         88         122        159        282
T. Rowe Price International Stock          89         123        161        286
MFS Global Governments                     88         122        159        281
MFS Emerging Growth                        88         122        159        281
Oppenheimer High Income                    86         116        149        262
Templeton Developing Markets               97         149        203        367
    

2.   If the Contract is not  surrendered or is annuitized (for annuity options 2
     - 4) at the end of the applicable time period:

Subaccount                             1 Year     3 Years    5 Years   10 Years

   
Money Market                               20          61        104        225
Bond                                       21          64        109        236
Balanced                                   22          68        117        251
Growth and Income Stock                    21          65        112        241
Capital Appreciation Stock                 23          71        122        262
Mid-Cap Stock Fund                         25          77        132        282
T. Rowe Price International Stock          26          78        134        286
MFS Global Governments                     25          77        132        281
MFS Emerging Growth                        25          77        132        281
Oppenheimer High Income                    23          71        122        262
Templeton Developing Markets               34         104        176        367

The examples provided above assume that no transfer  charges,  premium taxes, or
interest adjustment have been assessed. The examples also assume that the annual
Contract  fee is $30 and that the  average  Contract  Value  is  $42,510,  which
translates the Contract fee into an assumed  0.0007057%  charge for the purposes
of the examples based on a $1,000 investment.

The  examples  should  not be  considered  a  representation  of past or  future
expenses. The assumed 5% annual rate of return is hypothetical and should not be
considered  a  representation  of past or future  annual  returns,  which may be
greater or less than this assumed rate. Also,  actual expenses may be greater or
less than those shown.
    
<PAGE>
                         CONDENSED FINANCIAL INFORMATION

The following  information is a part of the financial statements of the Variable
Account.  The financial  statements  are included in the Statement of Additional
Information.  The table below  gives per unit  information  about the  financial
history of each  Subaccount for the fiscal years ended December 31, 1994,  1995,
1996, 1997 and 1998.

<TABLE>
   
                             Money Market Subaccount

                                                                 1998            1997          1996          1995         1994*
<S>                                                        <C>             <C>            <C>           <C>            <C>    
  Net asset value:
  Beginning of period                                          $11.31          $10.91        $10.55        $10.16        $10.00
  End of period                                                 11.72           11.31         10.91         10.55         10.16
  Percentage increase in unit value during period               3.63%           3.67%         3.41%          3.8%          1.6%
  Number of units outstanding at end of period              2,280,739       1,551,829     1,492,704       637,911       257,622


                                 Bond Subaccount

                                                                 1998            1997          1996          1995         1994*
  Net asset value:
  Beginning of period                                          $12.21          $11.52        $11.36         $9.89        $10.00
  End of period                                                 12.79           12.21         11.52         11.36          9.89
  Percentage increase in unit value during period               4.75%           5.99%         1.41%         14.9%        (1.1%)
  Number of units outstanding at end of period              4,554,265       2,755,770     1,686,539       556,749       127,666


                               Balanced Subaccount

                                                                 1998            1997          1996          1995        1994*
  Net asset value:
  Beginning of period                                          $15.02          $13.03        $11.92         $9.89       $10.00
  End of period                                                 16.80           15.02         13.03         11.92         9.89
  Percentage increase in unit value during period              11.85%          15.27%         9.31%         20.5%       (1.1%)
  Number of units outstanding at end of period             17,694,943      12,307,622     7,783,833     2,698,049      664,679


                       Growth and Income Stock Subaccount

                                                                 1998            1997          1996          1995        1994*
  Net asset value:
  Beginning of period                                          $19.91          $15.36        $12.76         $9.82       $10.00
  End of period                                                 23.17           19.91         15.36         12.76         9.82
  Percentage increase in unit value during period              16.37%          29.62%        20.38%        29.90%       (1.8%)
  Number of units outstanding at end of period             18,555,957      14,176,543     8,541,383     2,807,876      593,599


                    Capital Appreciation Stock Subaccount

                                                                 1998            1997          1996          1995        1994*
  Net asset value:
  Beginning of period                                          $20.05          $15.45        $12.90        $10.00       $10.00
  End of period                                                 23.91           20.05         15.45         12.90        11.60
  Percentage increase in unit value during period              19.25%          29.77%        19.77%        29.00%       16.00%
  Number of units outstanding at end of period              8,586,442       6,732,473     4,495,720     2,024,589      775,631


             T. Rowe Price International Stock Subaccount

                                                                 1998            1997          1996          1995         1994*
  Net asset value:
  Beginning of period                                          $12.61          $12.40        $10.96         $9.99        $10.00
  End of period                                                 14.41           12.61         12.40         10.96          9.99
  Percentage increase in unit value during period              14.27%           1.69%        13.14%         9.71%        (0.1%)
  Number of units outstanding at end of period              4,955,996       4,373,475     2,683,277     1,090,681       326,923


                         Global Governments Subaccount

                                                                 1998            1997          1996          1995          1994
  Net asset value:
  Beginning of period                                          $11.29          $11.58        $11.29        $10.01        $10.00
  End of period                                                 12.02           11.29         11.58         11.29         10.01
  Percentage increase in unit value during period               6.47%         (2.50)%         2.57%         12.8%          0.1%
  Number of units outstanding at end of period              1,101,162       1,232,126     1,033,483       505,990       186,155


                           Emerging Growth Subaccount

                                                                 1998            1997        1996**
  Net asset value:
  Beginning of period                                          $12.12          $10.08       $10.00
  End of period                                                 16.04           12.12        10.08
  Percentage increase in unit value during period              32.34%          20.24%        0.80%
  Number of units outstanding at end of period              5,094,236       3,752,045    1,650,627


                      Oppenheimer High Income Subaccount

                                                                 1998         1997***
  Net asset value:
  Beginning of period                                          $10.99          $10.00
  End of period                                                 10.87           10.99
  Percentage increase in unit value during period             (1.09%)            9.9%
  Number of units outstanding at end of period              3,561,305       1,234,868


                Templeton Developing Markets Subaccount

                                                                 1998         1997***
  Net asset value:
  Beginning of period                                           $6.64          $10.00
  End of period                                                  5.17            6.64
  Percentage increase in unit value during period            (22.14%)        (33.60)%
  Number of units outstanding at end of period                868,801         458,727
    
</TABLE>
*    This  column  reflects  per  unit   information  from  June  1,  1994  (the
     commencement of operations) through December 31, 1994.
   
**   1996 data is for the eight-month  period  beginning May 1, 1996, and ending
     December 31, 1996. 

***  1997 data is for the eight-month  period  beginning May 1, 1997, and ending
     December 31, 1997.
    
<PAGE>
                                     SUMMARY

The following summarizes  information which is described in more detail later in
the prospectus.

The Contract

Issuance of a Contract.  The  Company  issues  Contracts  to  individuals  or in
connection with retirement plans that may or may not qualify for special federal
tax treatment  under the Code. (See  DESCRIPTION OF THE CONTRACT,  Issuance of a
Contract.)  Neither  you nor the  Annuitant  may be older than age 85 (age 78 in
Pennsylvania) on the Contract Date.

"Right to Examine"  Period.  You have the right to return the Contract within 10
days after you receive it. If you return the Contract,  it will become void. The
Company  will refund to you the  Contract  Value as of the date the  Contract is
received at our Home office plus any premium taxes deducted.  You are subject to
market risk during the "right to examine" period.  You may get back more or less
than aggregate  purchase payments you have made during this period. If required,
the Company will instead return the purchase payment(s) to you. (See DESCRIPTION
OF THE CONTRACT, Right to Examine.)

Purchase  Payments.  The minimum amount required to purchase a Contract  depends
upon several factors.  Generally,  you must make payments totaling $5,000 within
the first 12 months of the Contract.  Certain Qualified Contracts,  Section 1035
contracts,  and Contracts sold to employees have lower minimum purchase amounts.
Unless you pay the minimum  purchase  amount in full at the time of application,
an automatic purchase payment plan must be established  resulting in the minimum
purchase  amount  being  paid  before  the end of the  first  12  months  of the
Contract.  The  minimum  purchase  payment is $100,  unless the  payment is made
through an automatic  purchase  payment  plan, in which case the minimum is $25.
(See DESCRIPTION OF THE CONTRACT, Purchase Payments.)

Allocation of Purchase  Payments.  You may allocate  purchase payments to one or
more of the  Subaccounts of the Variable  Account or to the Guaranteed  Interest
Option or to both. An allocation  to a Subaccount  must be in whole  percentages
and be at least 5% of the purchase  payment.  An  allocation  to the  Guaranteed
Interest  Option  must be at  least  $1,000  (lesser  amounts  received  will be
allocated to the Money Market  Subaccount).  Each Subaccount invests solely in a
corresponding  underlying  Fund. The investment  performance of the Fund(s) will
affect the  Subaccount in which you invest your money and your  Contract  Value.
The Company will credit interest to amounts in the Guaranteed Interest Option at
a guaranteed  minimum rate of 3% per year,  or a higher  current  interest  rate
declared  by the  Company.  (See  DESCRIPTION  OF THE  CONTRACT,  Allocation  of
Purchase Payments.)

Transfers.  On or before the Annuity  Date,  you may transfer all or part of the
Contract Value between Subaccount(s) or the Guaranteed Interest Option,  subject
to certain restrictions.

Transfers to the  Guaranteed  Interest  Option must be at least  $1,000  (lesser
amounts  received will be allocated to the Money Market  Subaccount).  Transfers
are not  allowed to the DCA One Year  Guarantee  Period.  Except for the DCA One
Year  Guarantee  Period,  you may only transfer  amount(s) out of the Guaranteed
Interest  Option  during  the 30 days  prior to the  expiration  of a  Guarantee
Period.  You may  transfer  amount(s)  from  the DCA One Year  Guarantee  Period
throughout  its  Guarantee  Period.  No fee is charged  for  transfers,  but the
Company  reserves  the right to charge  $10 for each  transfer  over 12 during a
Contract Year. (See DESCRIPTION OF THE CONTRACT, Transfer Privilege.)

Partial  Withdrawal.  By Written  Notice to the Company on or before the Annuity
Date,  you may withdraw  part of your  Contract's  Surrender  Value,  subject to
certain  imitations.  (See  DESCRIPTION  OF THE CONTRACT,  Surrender and Partial
Withdrawals.)

Surrender.  By Written Notice to the Company, you may surrender the Contract and
receive its Surrender  Value.  (See  DESCRIPTION OF THE CONTRACT,  Surrender and
Partial Withdrawals.)

Charges and Deductions

The Contract contains the following charges and deductions:

Surrender Charge (Contingent Deferred Sales Charge).  There are no sales charges
deducted at the time purchase payments are made.  However, a surrender charge is
deducted when you surrender or partially  withdraw  purchase  payment(s)  within
seven years of their being paid. 

The surrender charge is 7% of the amount of the
payment  withdrawn  or  surrendered  within one year of having  been  paid.  The
surrender  charge  decreases  by 1% for each full year that has passed since the
payment was made.  There is no surrender  charge for withdrawing or surrendering
Contract Value in excess of the total purchase  payments received or on purchase
payments  that are more than  seven  years old.  (See  CHARGES  AND  DEDUCTIONS,
Surrender Charge (Contingent Deferred Sales Charge).)

Subject to certain restrictions, for the first partial withdrawal (or surrender)
in each Contract  Year, 10% of total  purchase  payments  subject to a surrender
charge may be surrendered or withdrawn without a surrender charge.  (See CHARGES
AND DEDUCTIONS,  Surrender  Charge.) The surrender  charge also may be waived in
certain circumstances as provided in the Contracts.

   
Annual  Contract Fee. The Contract has an annual  Contract fee of $30. (This fee
is waived if the Contract  Value is $25,000 or more.)  Before the Annuity  Date,
the  Company  deducts  this  fee  from  the  Contract  Value  on  each  Contract
Anniversary  (or upon  surrender of the  Contract).  After the Annuity Date, the
Company deducts this fee from variable annuity payments made to you. A pro-rated
portion of the fee is deducted upon  annuitization  of a Contract.  (See CHARGES
AND DEDUCTIONS, Annual Contract Fee.)
    

Mortality  and Expense Risk Charge.  The Company  deducts a daily  mortality and
expense risk charge to compensate it for assuming certain  mortality and expense
risks.  The charge is deducted from the Variable  Account at a rate of 0.003425%
per day which is an annual rate of 1.25% (approximately 0.85% for mortality risk
and 0.40% for expense risk). (See CHARGES AND DEDUCTIONS,  Mortality and Expense
Risk Charge.)

Asset-Based  Administration  Charge. The Company deducts a daily  administration
charge to compensate it for certain expenses the Company incurs in administering
the Contract. The charge is deducted from the Variable Account at an annual rate
of 0.15%. (See CHARGES AND DEDUCTIONS, Asset-Based Administration Charge.)

Premium Taxes. The Company pays any state or local premium taxes applicable to a
Contract:  (a) from purchase  payments as they are  received,  (b) from Contract
Value upon  surrender or partial  withdrawal,  (c) upon  application of adjusted
Contract  Value to an annuity  payment  option,  or (d) upon  payment of a death
benefit.  The Company  reserves the right to deduct premium taxes at the time it
pays such taxes. (See CHARGES AND DEDUCTIONS, Premium Taxes.)

Annuity Provisions

You select the Annuity Date. For Non-Qualified  Contracts, the Annuity Date must
be on or  prior to the  later  of (1) the  Contract  Anniversary  following  the
Annuitant's 85th birthday or (2) 10 years after the Contract Date. For Qualified
Contracts, the Annuity Date must be on or before: (1) the Annuitant reaching age
70 1/2 or (2) any other  date  meeting  the  requirements  of the Code.  You may
change the Annuity Date as described in  DESCRIPTION  OF THE  CONTRACT,  Annuity
Payments on the Annuity Date.

On the Annuity Date,  the Adjusted  Contract Value will be applied to an annuity
payment option,  unless you choose to receive the Surrender Value in a lump sum.
(See ANNUITY PAYMENT OPTIONS.)

Federal Tax Status

Generally,  any distribution from your Contract may result in taxable income. In
certain circumstances,  a 10% penalty tax may apply. For a further discussion of
the  federal  income  status of  variable  annuity  contracts,  see  Federal Tax
Matters.

                       CUNA MUTUAL LIFE INSURANCE COMPANY,
               THE CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT, AND
                              THE UNDERLYING FUNDS

CUNA Mutual Life Insurance  Company (the Company),  is the insurer.  CUNA Mutual
Life Variable Annuity Account (the Variable  Account),  is a separate account of
the Company.  Five registered  investment  companies of the series type serve as
underlying investment options for the Variable Account.

CUNA Mutual Life Insurance Company

CUNA Mutual Life Insurance  Company is a mutual life insurance company organized
under  the laws of Iowa in 1879 and  incorporated  on June  21,  1882.  The Home
Office of the Company is located at 2000 Heritage Way, Waverly, Iowa 50677-9202.
The Company  organized as a fraternal  benefit society with the name "Mutual Aid
Society of the Evangelical Lutheran Synod of Iowa and Other States," changed its
name to "Lutheran  Mutual Aid Society" in 1911, and reorganized as a mutual life
insurance company called "Lutheran Mutual Life Insurance  Company" on January 1,
1938.  On December 28, 1984,  the Company  changed its name to "Century  Life of
America" and on December  31, 1996 the Company  changed its name to "CUNA Mutual
Life Insurance Company."

On July 1, 1990,  the Company  entered  into a permanent  affiliation  with CUNA
Mutual Insurance  Society ("CUNA Mutual"),  5910 Mineral Point Road,  Madison WI
53705-4456.  The terms of an  Agreement  of  Permanent  Affiliation  provide for
extensive  financial  sharing  between the Company and CUNA Mutual of individual
life insurance business through reinsurance arrangements,  the joint development
of business plans and  distribution  systems for individual  insurance and other
financial  service  products within the credit union system,  and the sharing of
certain  resources and facilities.  At the current time, all of the directors of
the Company are also  directors of CUNA Mutual and many of the senior  executive
officers  of  the  Company  hold  similar   positions  with  CUNA  Mutual.   The
affiliation,  however,  is not a merger or consolidation.  Both companies remain
separate  corporate  entities and their  respective  Owners  retain their voting
rights.  The Company and CUNA Mutual along with their  subsidiaries are referred
to herein as the "CUNA Mutual Group".

As of December 31, 1998, the Company had more than $4 billion in assets and more
than $11 billion of life  insurance in force.  Effective  June 1998, and through
the  date of this  Prospectus,  A.M.  Best  rated  the  Company  A  (Excellent).
Effective  March 1998,  and through the date of this  Prospectus,  Duff & Phelps
rated the Company AA. These are the most recent ratings available as of the date
of this Prospectus.  Periodically, the rating agencies review the ratings of the
Company. To obtain the most current ratings,  contact the Company at the address
or telephone number shown on the first page of this Prospectus.

The  objective  of Best's  rating  system is to evaluate  the factors  affecting
overall  performance  of an  insurance  company and then provide an opinion of a
company's  financial  strength and ability to meet its  contractual  obligations
relative to other  companies  in the  industry.  The  evaluation  includes  both
quantitative  and  qualitative  analysis of a company's  financial and operating
performance.

Duff & Phelps Credit Rating Co. rates insurance companies on their claims paying
abilities. It bases these ratings on its assessment of the economic fundamentals
of  the  company's  principal  lines  of  business,  the  company's  competitive
position, the company's management  capability,  the relationship of the company
to its affiliates and the company's asset and liability management practices.

The Company and CUNA Mutual are members of the Insurance  Marketplace  Standards
Association  (IMSA).  IMSA is a newly formed independent  industry  organization
dedicated  to  the   practice  of  high   ethical   standards  in  the  sale  of
individually-sold life insurance and annuity products. IMSA members have adopted
policies and procedures that  demonstrate a commitment to honesty,  fairness and
integrity in all customer  contacts  involving  sales and service of  individual
life insurance and annuity products.

The Company owns a one-half  interest in CIMCO Inc. (the  Investment  Adviser to
the Ultra Series  Fund).  CUNA Mutual owns CUNA Mutual  Investment  Corporation,
5910 Mineral  Point Road,  Madison,  Wisconsin,  53705.  CUNA Mutual  Investment
Corporation owns CUNA Brokerage  Services,  Inc. (the principal  underwriter for
the Variable Account) and owns a one-half interest in CIMCO Inc. (the Investment
Adviser to the Ultra Series Fund).

CUNA Mutual Life Variable Annuity Account

The Variable  Account was  established  by the Company as a separate  account on
December  14, 1993.  The  Variable  Account will receive and invest Net Purchase
Payments made under the Contracts. In addition, the Variable Account may receive
and invest purchase  payments for other variable annuity contracts issued in the
future by the Company.

Although the assets in the Variable Account are the property of the Company, the
assets in the Variable Account  attributable to the Contracts are not chargeable
with  liabilities  arising  out of any  other  business  which the  Company  may
conduct.  The assets of the Variable  Account are available to cover the general
liabilities of the Company only to the extent that the Variable Account's assets
exceed its  liabilities  arising  under the  Contracts  and any other  contracts
supported by the Variable Account.  The Company has the right to transfer to the
General  Account  any  assets  of the  Variable  Account  which are in excess of
reserves and other  Contract  liabilities.  All  obligations  arising  under the
Contracts are general corporate obligations of the Company.

The Variable Account is divided into Subaccounts.  In the future,  the number of
Subaccounts  may change.  Each  Subaccount  invests  exclusively  in shares of a
single corresponding Fund. The income, gains and losses, realized or unrealized,
from the assets  allocated to each Subaccount are credited to or charged against
that  Subaccount  without  regard  to  income,  gains  or  losses  of any  other
Subaccount, Separate Account or the Company itself.

The Variable Account has been registered with the SEC as a unit investment trust
under  the  Investment  Company  Act of 1940  (the  "1940  Act")  and  meets the
definition of a separate account under the federal securities laws. Registration
with  the SEC does not  involve  supervision  of the  management  or  investment
practices or policies of the Variable  Account or of the Company by the SEC. The
Variable Account is also subject to the laws of the State of Iowa which regulate
the operations of insurance companies domiciled in Iowa.

The Underlying Funds

The Variable  Account invests in the Ultra Series Fund (Class Z shares),  the T.
Rowe Price  International  Series,  Inc., the MFS Variable  Insurance Trust, the
Oppenheimer  Variable Account Funds, and the Templeton  Variable Products Series
Fund.  Each is a  management  investment  company of the series type with one or
more  investment  portfolios  or Funds.  Each is  registered  with the SEC as an
open-end, management investment company.

The investment  objectives and policies of each Fund are summarized below. There
is no assurance that any Fund will achieve its stated objectives.  More detailed
information,  including a description of risks and expenses, may be found in the
Fund  prospectuses  which  must  accompany  or  precede  this  Prospectus.   The
prospectuses should be read carefully and retained for future reference.

The Ultra Series Fund

The Ultra Series Fund is a series fund with two classes of shares within each of
seven  investment  portfolios.  Class  C  shares  are  offered  to  unaffiliated
insurance company separate accounts and unaffiliated qualified retirement plans.
Class Z shares are offered to CUNA Mutual Group affiliates separate accounts and
qualified retirement plans. Currently, the Ultra Series Fund offers six Funds as
investment options under the Policies.

   
Money  Market  Fund.  This Fund  seeks high  current  income  from money  market
instruments consistent with preservation of capital and liquidity. An investment
in the  Money  Market  Fund  is  neither  insured  nor  guaranteed  by the  U.S.
Government. There can be no assurance that the Money Market Fund will be able to
maintain a stable net asset value of $1.00 per share.

Bond Fund. This Fund seeks a high level of current  income,  consistent with the
prudent  limitation  of  investment  risk,  through  investment in a diversified
portfolio of  fixed-income  securities  with  maturities  of up to 30 years.  It
principally invests in securities of intermediate term maturities.

Balanced Fund.  This Fund seeks a high total return  through the  combination of
income and capital  growth.  It pursues this objective by investing in the types
of common stocks owned by the Capital Appreciation Stock Fund and the Growth and
Income  Stock Fund,  the type of bonds  owned by the Bond Fund,  and the type of
money market instruments owned by the Money Market Fund.

Growth and Income Stock Fund. This Fund seeks  long-term  growth of capital with
income as a secondary  consideration.  It pursues this objective by investing in
common stocks of companies  with  financial  and market  strengths and long-term
records of performance.
    

Capital  Appreciation  Stock  Fund.  This Fund seeks a high  level of  long-term
growth of capital.  It pursues this  objective  by  investing in common  stocks,
including  those of smaller  companies and of companies  undergoing  significant
change.

Mid-Cap Stock Fund. This Fund seeks long-term capital  appreciation by investing
in mid-size and small  companies.  It pursues this  objective by purchasing  the
common  stock of generally  smaller,  less-developed  issuers  with  valuations,
fundamentals and/or prospects that are attractive to the investment adviser.

CIMCO Inc.  ("CIMCO") serves as investment  adviser to the Ultra Series Fund and
manages  its  assets  in  accordance   with  general   policies  and  guidelines
established by the trustees of the Ultra Series Fund.

T. Rowe Price International Series, Inc.

   
T. Rowe Price International Stock Portfolio. This Fund seeks long-term growth of
capital through investments primarily in common stocks of established,  non-U.S.
companies.

Rowe Price-Fleming International, Inc. ("RPFI") serves as the investment adviser
to the T. Rowe Price  International  Stock  Portfolio  and manages its assets in
accordance  with general  policies and  guidelines  established  by the board of
directors of the T. Rowe Price  International  Series,  Inc. RPFI was founded in
1979 as a joint  venture  between  T. Rowe  Price  Associates,  Inc.  and Robert
Fleming Holdings Limited.
    

MFS Variable Insurance Trust

MFS Global  Governments  Series.  The fund's investment  objective is to provide
income and capital  appreciation.  The fund's  objective may be modified without
shareholder approval.

MFS Emerging Growth Series.  This Fund seeks long-term growth of capital through
investments primarily in equity common stock of emerging growth companies.

Massachusetts  Financial  Services  Company  ("MFS")  serves  as the  investment
adviser to the MFS Global  Governments Series and MFS Emerging Growth Series and
manages  its  assets  in  accordance   with  general   policies  and  guidelines
established by the board of trustees of the MFS Variable Insurance Trust. MFS is
a subsidiary of Sun Life Assurance Company of Canada (U.S.) which, in turn, is a
wholly owned subsidiary of Sun Life Assurance Company of Canada.

Oppenheimer Variable Account Funds

   
Oppenheimer High Income Fund/VA.  This Fund seeks a high level of current income
from investments in high yield fixed-income securities.  Oppenheimer High Income
Fund/VA's  investments include unrated securities or high risk securities in the
lower rating categories,  commonly known as "junk bonds," which are subject to a
greater risk of loss of principal and  nonpayment of interest than  higher-rated
securities.

Oppenheimer Funds, Inc. serves as the investment adviser to the Oppenheimer High
Income  Fund/VA and manages its assets in accordance  with general  policies and
guidelines  established  by the board of  trustees of the  Oppenheimer  Variable
Account Funds. The Manager is owned by Oppenheimer  Acquisition Corp., a holding
company that is owned in part by senior  officers of the Manager and  controlled
by Massachusetts Mutual Life Insurance Company.
    

Templeton Variable Products Series Fund

The Templeton  Variable  Products Series Fund is only available as an underlying
investment of the Variable Account in which this Contract invests.

   
Templeton  Developing  Markets Fund: Class 2. This Fund seeks long-term  capital
appreciation by investing primarily in emerging market equity securities.
    

Class 2 of the Templeton Developing Markets Fund pays 0.25% of the average daily
net assets of the Fund annually  under a distribution  plan adopted  pursuant to
Rule 12b-1 under the 1940 Act.  Amounts paid under the 12b-1 Plan to the Company
may be used for  furnishing  certain  contract  owner  services or  distribution
activities.

Templeton  Asset  Management  Ltd.  serves  as  the  investment  adviser  to the
Templeton  Developing Markets Fund: Class 2 and manages its assets and makes its
investments   decisions.   Templeton  Asset   Management  Ltd.  is  a  Singapore
corporation  wholly owned by Franklin  Resources,  Inc.,  a publicly  owned U.S.
company.  Franklin Resources' principal  shareholders are Charles B. Johnson and
Rupert H. Johnson Jr.

Availability of the Funds

   
The Variable Account purchases shares of the T. Rowe Price  International  Stock
Portfolio, the MFS Global Governments Series and the MFS Emerging Growth Series,
the Oppenheimer High Income Fund/VA,  and the Templeton Developing Markets Fund:
Class 2 in  accordance  with  four  participation  agreements.  The  termination
provisions of these agreements vary. A summary of the termination  provisions of
these agreements may be found in the Statement of Additional Information.
    

If a participation agreement terminates, the Variable Account may not be able to
purchase  additional shares of the Fund(s) covered by that agreement.  Likewise,
in  certain  circumstances,  it is  possible  that  shares  of a Fund may not be
available to the Variable Account even if the participation  agreement  relating
to that Fund has not been terminated.  In either event, Owners will no longer be
able to allocate  purchase payments or transfer Contract Value to the Subaccount
investing in that Fund.

Resolving Material Conflicts

   
Shares of the Funds, other than Ultra Series Fund, are sold to separate accounts
of insurance companies that are not affiliated with the Company or each other, a
practice known as "shared  funding." They are also sold to separate  accounts to
serve as the  underlying  investment  for both  variable  annuity  contracts and
variable life insurance  contracts,  a practice  known as "mixed  funding." As a
result,  there is a possibility  that a material  conflict may arise between the
interests  of Owners,  whose  Contract  Values  are  allocated  to the  Variable
Account, and of owners of other contracts whose contract values are allocated to
one or more other separate accounts investing in any one of the Funds. Shares of
some of the Funds may also be sold  directly  to certain  qualified  pension and
retirement plans qualifying under Section 401 of the Code. As a result, there is
a possibility that a material conflict may arise between the interests of Owners
or owners of other contracts  (including  contracts issued by other  companies),
and such retirement plans or participants in such retirement plans. In the event
of any such  material  conflicts,  the Company will  consider what action may be
appropriate,  including removing the Fund from the Variable Account or replacing
the Fund with another Fund.  There are certain risks  associated  with mixed and
shared  funding  and with sale of shares to  qualified  pension  and  retirement
plans, as disclosed in the Fund's prospectus.

As with  other  Funds,  Ultra  Series  Fund  sells  shares  in  "mixed  funding"
arrangements.  In addition,  it sells shares  directly to qualified  pension and
retirement  plans sponsored by CUNA Mutual Group. In the future,  it is possible
that Ultra Series Fund may sell shares in "shared funding" arrangements. As with
other funds, in the event of material conflicts,  the Company will consider what
action may be  appropriate,  including  removing an Ultra Series Fund  Portfolio
from the  Variable  Account or  replacing  it with  another  Portfolio  or Fund.
Certain risks  associated with mixed funding and with the sale of shares to CUNA
Mutual  Group  plans  are  disclosed  in the  Ultra  Series  Fund  Statement  of
Additional Information.
    

Addition, Deletion or Substitution of Investments

The Company reserves the right, subject to applicable law, to make additions to,
deletions from, or  substitutions  for the shares of a Fund that are held in the
Variable Account or that the Variable  Account may purchase.  If the shares of a
Fund are no longer  available for  investment or if, in the Company's  judgment,
further  investment  in any Fund should  become  inappropriate,  the Company may
redeem the shares,  if any, of that Fund and substitute  shares of another Fund.
The Company will not substitute any shares attributable to a Contract's interest
in a Subaccount without notice and prior approval of the SEC and state insurance
authorities, to the extent required by the 1940 Act or other applicable law.

The Company also reserves the right to establish  additional  Subaccounts of the
Variable  Account,  each of which would invest in shares of a new  corresponding
Fund  having a specified  investment  objective.  The  Company  may, in its sole
discretion,  establish  new  Subaccounts  or  eliminate  or combine  one or more
Subaccounts if marketing  needs,  tax  considerations  or investment  conditions
warrant. Any new Subaccounts may be made available to existing Owners on a basis
to be determined by the Company.  Subject to obtaining any approvals or consents
required  by  applicable  law,  the  assets  of one or more  Subaccounts  may be
transferred to any other  Subaccount if, in the sole  discretion of the Company,
marketing, tax, or investment conditions warrant.

In the event of any such  substitution  or change,  the Company (by  appropriate
endorsement,  if necessary) may change the Contract to reflect the  substitution
or change.

If the Company considers it to be in the best interest of Owners and Annuitants,
and subject to any  approvals  that may be required  under  applicable  law, the
Variable  Account may be operated as a management  investment  company under the
1940 Act, it may be deregistered under the 1940 Act if registration is no longer
required, it may be combined with other Company separate accounts, or its assets
may be transferred to another separate account of the Company. In addition,  the
Company may, when  permitted by law,  restrict or eliminate any voting rights of
Owners or other persons who have such rights under the Contracts.

These mutual fund  portfolios  are not  available  for purchase  directly by the
general  public,  and are not the same as other mutual fund portfolios with very
similar or nearly identical names that are sold directly to the public. However,
the investment objectives and policies of certain portfolios available under the
policy may be very similar to the  investment  objectives  and policies of other
portfolios  that  are  managed  by  the  same  investment  adviser  or  manager.
Nevertheless, the investment performance and results of the portfolios available
under the policy may be lower,  or higher,  than the investment  results of such
other  (publicly  available)  portfolios.  There  can  be no  assurance,  and no
representation  is made,  that the  investment  results of any of the portfolios
available  under the policy will be comparable to the investment  results of any
other mutual fund portfolio, even in the other portfolio has the same investment
adviser or manager and the same investment  objectives and policies,  and a very
similar name.

                           DESCRIPTION OF THE CONTRACT

Issuance of a Contract

In order to purchase a Contract, application must be made to the Company through
a  licensed   representative   of  the   Company,   who  is  also  a  registered
representative  of  CUNA  Brokerage  Services,  Inc.  ("CUNA  Brokerage")  or  a
broker-dealer  having a selling agreement with CUNA Brokerage or a broker-dealer
having a selling agreement with such broker-dealer.  Contracts may be sold to or
in  connection  with  retirement  plans  that do not  qualify  for  special  tax
treatment as well as  retirement  plans that  qualify for special tax  treatment
under the Code.  Neither  the Owner nor the  Annuitant  may be older than age 85
(age 78 in Pennsylvania) on the Contract Date.

Purchase Payments

The minimum amount required to purchase a Contract depends upon several factors.
The minimum  purchase amount the Company must receive during the first 12 months
of the Contract is:

         o        $5,000 for a Contract other than those specified below.

         o        $2,000 for Contracts  that qualify for special  federal income
                  tax treatment  under  Sections  401, 408,  408A, or 457 of the
                  Code.  This  category   includes   qualified   pension  plans,
                  individual   retirement   accounts,   and   certain   deferred
                  compensation plans.

         o        $300 for Contracts that qualify for special federal income tax
                  treatment  under  Section  403(b) of the Code.  This  category
                  includes tax-sheltered annuities.

         o        The value of a Contract  exchanged pursuant to Section 1035 of
                  the Code, if the Company had approved the transaction prior to
                  the exchange.

         o        $600 for a Contract  sold to  employees of the Company and its
                  subsidiaries,   to   employees   of   CUNA   Mutual   and  its
                  subsidiaries,  and to  registered  representatives  and  other
                  persons associated with CUNA Brokerage. This category includes
                  both  individual   retirement   accounts  and   non-individual
                  retirement accounts.

Unless the minimum purchase amount specified above already has been paid in full
at the  time  of  application,  an  automatic  purchase  payment  plan  must  be
established  to  schedule  regular  payments  during  the first 12 months of the
Contract.  Under the Company's  automatic  purchase  payment plan, the Owner can
select a monthly payment  schedule  pursuant to which purchase  payments will be
automatically  deducted  from a credit  union  account,  bank  account  or other
source.

The regular payment schedule  established under the automatic purchase plan must
total at least the amount shown above as a minimum purchase amount. For example,
if $5,000 is the required  minimum purchase amount, a $2,000 payment at the time
of application  and an automatic  payment plan amount of $272.73 a month for the
next 11 months would be sufficient. Similarly, if $2,000 is the required minimum
purchase amount, an initial purchase payment of $166.74 and an automatic payment
plan amount of $166.66 for each of the next 11 months would be sufficient.  (Tax
law does not permit the Company to accept more than  $2,000.00 for an individual
retirement account, except in the case of a rollover or transfer.)

The minimum size for an initial purchase payment and subsequent purchase payment
is $100,  unless the payment is made through an automatic  purchase payment plan
in which case the minimum size is $25. Purchase payments may be made at any time
during the Annuitant's lifetime and before the Annuity Date. Additional purchase
payments after the initial purchase payment are not required.

The Company  reserves  the right not to accept (1)  purchase  payments  received
after the Contract  Anniversary  following the  Annuitant's  85th birthday (78th
birthday in  Pennsylvania),  (2)  purchase  payments of less than $100,  and (3)
purchase payments in excess of $1 million.  Also, the Company reserves the right
to change the size of minimum  payments  and,  with respect to Contracts not yet
issued, the size of the minimum purchase amounts.

The Company reserves the right, if allowed by state law, to terminate a Contract
and pay the Contract  Value to the Owner if: (1) no purchase  payments have been
received during the prior 24 months,  and (2) aggregate  purchase payments up to
the time of termination  total less than $2,000,  and (3) Contract Value is less
than $2,000.  Since the charges  imposed on such a Contract will be significant,
only  those  with the  financial  capability  to keep an  annuity in place for a
substantial period should purchase an annuity.

Right to Examine

The Contract  provides for an initial "right to examine"  period.  The Owner has
the right to return the Contract within 10 days of receiving it. In some states,
this period may be longer than 10 days.

In all states except Georgia, Idaho, Michigan, Nevada, North Carolina, Oklahoma,
South Carolina, Utah, and Washington: The Owner is subject to market risk during
the Right to Examine period.  When the Company receives the returned Contract or
when the  sales  representative  who sold the  Contract  receives  the  returned
Contract before the end of the Right to Examine period,  the Company will cancel
the Contract and refund to the Owner an amount equal to the Contract Value as of
the date the  returned  Contract is received in the Home Office plus any premium
taxes  deducted for all plan types except IRAs.  This amount may be more or less
than the aggregate  amount of purchase  payments made up to that time. For IRAs,
aggregate purchase payments are returned.

In the states of Georgia,  Idaho,  Michigan,  Nevada, North Carolina,  Oklahoma,
South  Carolina,  Utah, and Washington:  When the Company  receives the returned
Contract or when the sales  representative  who sold the  contract  receives the
returned  Contract  before the end of the Right to Examine  period,  the Company
will cancel the  Contract  and refund to the Owner an amount  equal to aggregate
purchase  payments made. In these states,  the initial purchase payments will be
allocated  to the money market  subaccount  for 20 days  following  the Contract
Date.

   
In some states,  the refund amount may differ from the description  above if the
contract is a replacement for an existing contract.
    
Allocation of Purchase Payments

At the time of  application,  the Owner  selects how the  initial  Net  Purchase
Payment is to be allocated  among the  Subaccounts  and the Guaranteed  Interest
Option.  An  allocation  to a  Subaccount  must be for at least 5% of a purchase
payment and be in whole  percentages.  An allocation to the Guaranteed  Interest
Option must be for at least $1,000.

If the  application  for a Contract is properly  completed and is accompanied by
all the information  necessary to process it,  including  payment of the initial
purchase  payment,  the initial  Net  Purchase  Payment  will be  allocated,  as
designated by the Owner,  to one or more of the Subaccounts or to the Guaranteed
Interest Option within two Valuation Days of receipt of such purchase payment by
the Company at its Home Office.  If the  application is not properly  completed,
the Company  reserves  the right to retain the  purchase  payment for up to five
Valuation Days while it attempts to complete the application. If the application
is not  complete at the end of the 5-day  period,  the  Company  will inform the
applicant of the reason for the delay and the initial  purchase  payment will be
returned immediately,  unless the applicant specifically consents to the Company
retaining  the purchase  payment  until the  application  is complete.  Once the
application is complete,  the initial Net Purchase  Payment will be allocated as
designated by the Owner within two Valuation Days.

Notwithstanding  the foregoing,  in jurisdictions  where the Company must refund
aggregate  purchase  payments  in the  event the  Owner  exercises  the right to
examine,  any portion of the initial Net  Purchase  Payment to be allocated to a
Subaccount will be allocated to the Money Market  Subaccount for a 20-day period
following the Contract Date. At the end of that period,  the amount in the Money
Market  Subaccount  will be allocated to the  Subaccounts  as  designated by the
Owner  based on the  proportion  that the  allocation  percentage  for each such
Subaccount bears to the sum of the allocation percentages.

Any  subsequent  Net  Purchase  Payments  will be allocated as of the end of the
Valuation Period in which the subsequent Net Purchase Payment is received by the
Company and will be  allocated in  accordance  with the  allocation  schedule in
effect at the time the purchase payment is received.  However, Owners may direct
individual  payments  to a specific  Subaccount  or to the  Guaranteed  Interest
Option (or any combination  thereof)  without  changing the existing  allocation
schedule.  The  allocation  schedule  may be changed by the Owner at any time by
Written  Notice.  Changing the purchase  payment  allocation  schedule  will not
change the allocation of existing  Contract  Value among the  Subaccounts or the
Guaranteed Interest Option.

The Contract Values  allocated to a Subaccount will vary with that  Subaccount's
investment  experience,  and the Owner bears the entire  investment risk. Owners
should  periodically  review their purchase payment allocation schedule in light
of market conditions and their overall financial objectives.

Variable Contract Value

The  Variable  Contract  Value will  reflect the  investment  experience  of the
selected Subaccounts,  any Net Purchase Payments paid, any surrenders or partial
withdrawals,  any  transfers,  and any charges  assessed in connection  with the
Contract. There is no guaranteed minimum Variable Contract Value, and, because a
Contract's  Variable  Contract Value on any future date depends upon a number of
variables, it cannot be predetermined.

Calculation  of  Variable   Contract  Value.  The  Variable  Contract  Value  is
determined at the end of each Valuation  Period.  The value will be the total of
the  values  attributable  to the  Contract  in  each  of the  Subaccounts.  The
Subaccounts  are  valued by  multiplying  that  Subaccount's  unit value for the
relevant Valuation Period by the number of Accumulation Units of that Subaccount
allocated to the Contract.

Determination  of  Number  of  Accumulation  Units.  Any  amounts  allocated  or
transferred to the Subaccounts  will be converted into  Subaccount  Accumulation
Units.  The  number  of  Accumulation  Units to be  credited  to a  Contract  is
determined by dividing the dollar  amount being  allocated or  transferred  to a
Subaccount by the Accumulation  Unit value for that Subaccount at the end of the
Valuation  Period  during  which the amount was  allocated or  transferred.  The
number of  Accumulation  Units in any Subaccount will be increased at the end of
the Valuation  Period by any Net Purchase  Payments  allocated to the Subaccount
during the  current  Valuation  Period  and by any  amounts  transferred  to the
Subaccount from another Subaccount or from the Guaranteed Interest Option during
the current Valuation Period.

Any amounts  transferred,  surrendered  or deducted  from a  Subaccount  will be
processed  by  canceling  or  liquidating  Accumulation  Units.  The  number  of
Accumulation  Units to be canceled is  determined  by dividing the dollar amount
being  removed  from a  Subaccount  by the  Accumulation  Unit  value  for  that
Subaccount  at the end of the  Valuation  Period  during  which the  amount  was
removed. The number of Accumulation Units in any Subaccount will be decreased at
the end of the Valuation Period by: (a) any amounts  transferred  (including any
applicable  transfer fee) from that  Subaccount to another  Subaccount or to the
Guaranteed Interest Option, (b) any amounts withdrawn or surrendered during that
Valuation Period,  (c) any surrender charge,  annual Contract fee or premium tax
assessed upon a partial  withdrawal or  surrender,  and (d) the annual  Contract
fee, if assessed during that Valuation Period.

Determination of Accumulation  Unit Value. The Accumulation  Unit value for each
Subaccount's  first Valuation Period was set at $10. The Accumulation Unit value
for  a  Subaccount  is  calculated  for  each  subsequent  Valuation  Period  by
subtracting (2) from (1) and dividing the result by (3), where:

         (1)      Is the result of:

                  (a)      the net assets of the Subaccount (i.e., the aggregate
                           value of underlying  Fund shares or units held by the
                           Subaccount) as of the end of the Valuation Period;

                  (b)      plus or minus the net charge or credit  with  respect
                           to any  taxes  paid  or any  amount  set  aside  as a
                           provision for taxes during the Valuation  Period that
                           the  Company  determines  to be  attributable  to the
                           operations of the Subaccount.

         (2)      The  cumulative  unpaid daily charge for mortality and expense
                  risks and for administration  multiplied by the number of days
                  in the Valuation Period.

         (3)     The number of Accumulation Units outstanding as of the end of
                  the Valuation Period.

Transfer Privileges

General.  Before the  Annuity  Date and  subject to the  restrictions  described
below,  the Owner may transfer all or part of the amount in a Subaccount  or the
Guaranteed  Interest  Option to another  Subaccount or the  Guaranteed  Interest
Option.

Transfers to the  Guaranteed  Interest  Option must be at least  $1,000  (lesser
amounts  received will be allocated to the Money Market  Subaccount).  Transfers
are not  allowed to the DCA One Year  Guarantee  Period.  Except for the DCA One
Year Guarantee Period,  transfers out of the Guaranteed Interest Option are only
permitted  during the  30-day  period  prior to the  expiration  of a  Guarantee
Period.  Transfers from the DCA One Year Guarantee Period may be made throughout
its Guarantee  Period.  Transfers  will be made as of the Valuation Day on which
Written Notice  requesting  such transfer is received by the Company if received
before 3:00 p.m.  Central Time.  Transfers  will be made as of the Valuation Day
next  following  the day on which  Written  Notice  requesting  such transfer is
received  if  received   after  3:00  p.m.   Central  Time.   Subject  to  these
restrictions, there currently is no limit on the number of transfers that can be
made among or between Subaccounts or to or from the Guaranteed Interest Option.

Transfers may be made by written request or by telephone.  The Company will only
honor telephone transfer requests if it has a currently valid telephone transfer
authorization  form  on  file  signed  by the  Owner(s).  A  telephone  transfer
authorization  form received by the Company at the Home Office is valid until it
is rescinded or revoked in writing by the Owner(s) or until a subsequently dated
form signed by the Owner(s) is received at the Home Office. If a currently valid
telephone  transfer  authorization form is on file, the Company may act upon the
instructions  of any one Owner.  The Company is not responsible for inability to
receive  an  Owner's   instructions   because   of  busy   telephone   lines  or
malfunctioning telephone equipment.

The Company will send a written  confirmation  of all transfers made pursuant to
telephone  instructions.  The  Company  may  also  require  a form  of  personal
identification  prior to acting on  instructions  received by telephone and tape
record  instructions  received  by  telephone.  If  the  Company  follows  these
procedures,  it will not be liable for any losses to Owners due to  unauthorized
or fraudulent instructions.

The Company  reserves the right to modify,  restrict,  suspend or eliminate  the
transfer privileges (including the telephone transfer facility) at any time, for
any class of Contracts, for any reason. In particular,  the Company reserves the
right to not  honor  transfers  requested  by a third  party  holding a power of
attorney from an Owner where that third party requests simultaneous transfers on
behalf of the Owners of two or more Contracts.

Transfer Fee. No charge is made for transfers, however, the Company reserves the
right to charge $10 for each  transfer  after the 12th  during a Contract  Year.
(See CHARGES AND DEDUCTIONS.)

Dollar-Cost Averaging. If elected at the time of the application or at any other
time by written request,  an Owner may systematically or automatically  transfer
(on a monthly, quarterly,  semi-annual or annual basis) specified dollar amounts
from the Money Market  Subaccount or the DCA One Year Guarantee  Period to other
Subaccounts.  This is known as the dollar-cost  averaging  method of investment.
The fixed dollar amount will purchase  more  Accumulation  Units of a Subaccount
when their value is lower and fewer units when their value is higher. Over time,
the cost per unit averages out to be less than if all purchases had been made at
the highest  value and greater than if all purchases had been made at the lowest
value. The dollar-cost averaging method of investment reduces the risk of making
purchases only when the price of Accumulation  Units is high. It does not assure
a profit or protect against a loss in declining markets.

The minimum transfer amount for dollar-cost  averaging is the equivalent of $100
per  month.  If less  than  $100  remains  in the  Money  Market or DCA One Year
Guarantee Period, the entire amount will be transferred.  The amount transferred
to a Subaccount must be at least 5% of the amount transferred and must be stated
in whole percentages.  An amount  transferred to the Guaranteed  Interest Option
must be at least $1,000  (lesser  amounts  received will be  transferred  to the
Money Market Subaccount).

Once elected, dollar-cost averaging remains in effect until the earliest of: (1)
the Variable  Contract Value in the Money Market  Subaccount or the value in the
DCA One Year  Guarantee  Period is depleted to zero;  (2) the Owner  cancels the
election  (by  Written  Notice or by  telephone  if the  Company has the Owner's
telephone  authorization  form on file); or (3) for three successive months, the
Variable  Contract Value in the Money Market  Subaccount or the value in the DCA
One Year Guarantee  Period has been  insufficient  to implement the  dollar-cost
averaging  instructions  the Owner has given to the  Company.  The Company  will
notify the Owner when dollar-cost  averaging is no longer in effect. There is no
additional  charge for using  dollar-cost  averaging.  The Company  reserves the
right to  discontinue  offering  dollar-cost  averaging  at any time and for any
reason.

Other Types of Automatic Transfers. If elected at the time of the application or
at  any  other  time  by  written  request,   an  Owner  may  systematically  or
automatically  transfer (on a monthly,  quarterly,  semi-annual or annual basis)
Variable  Contract  Value from one  Subaccount  to another.  Amounts may also be
automatically  transferred from the DCA One Year Guarantee Period to one or more
Subaccounts.  Such automatic  transfers may be requested on the following basis:
(1) as a specified  dollar  amount,  (2) as a specified  number of  Accumulation
Units,  (3) as a specified  percent of Variable  Contract  Value in a particular
Subaccount,  or (4) in an amount  equal to the excess of a  specified  amount of
Variable Contract Value in a particular Subaccount.

The minimum  automatic  transfer  amount is the equivalent of $100 per month. If
less than $100 remains in the Subaccount or DCA One Year  Guarantee  Period from
which  transfers  are being made,  the entire  amount will be  transferred.  The
amount transferred to a Subaccount must be at least 5% of the amount transferred
and must be stated in whole percentages. An amount transferred to the Guaranteed
Interest  Option must be at least  $1,000.  Once  elected,  automatic  transfers
remain in effect until the earliest of: (1) the Variable  Contract  Value in the
Subaccount or DCA One Year Guarantee  Period from which transfers are being made
is depleted to zero; (2) the Owner cancels the election (by Written Notice or by
telephone if the Company has the Owner's telephone  authorization form on file);
or  (3)  for  three  successive  months,  the  Variable  Contract  Value  in the
Subaccount  from  which  transfers  are  being  made  has been  insufficient  to
implement  the  automatic  transfer  instructions  the  Owner  has  given to the
Company. The Company will notify the Owner when automatic transfer  instructions
are no longer in  effect.  There is no  additional  charge  for using  automatic
transfers.  The Company  reserves the right to  discontinue  offering  automatic
transfer at any time and for any reason.

Automatic Personal Portfolio  Rebalancing Service. If elected at the time of the
application  or  requested  at any other  time by Written  Notice,  an Owner may
instruct  the  Company  to  automatically  transfer  (on a  monthly,  quarterly,
semi-annual or annual basis) Variable Contract Value between and among specified
Subaccounts in order to achieve a particular  percentage  allocation of Variable
Contract Value among such  Subaccounts.  Such percentage  allocations must be in
whole  percentages and be at least 5% per allocation.  Owners may start and stop
automatic  Variable  Contract Value  rebalancing at any time and may specify any
percentage  allocation of Contract Value between or among as many Subaccounts as
are  available  at the time the  rebalancing  is  elected.  (If an Owner  elects
automatic Variable Contract Value rebalancing without specifying such percentage
allocation(s),  the Company will allocate  Variable Contract Value in accordance
with the Owner's  currently  effective  purchase payment  allocation  schedule.)
There is no additional charge for using Variable Contract Value rebalancing.

Surrenders and Partial Withdrawals

   
Surrender.  At any time before the Annuity  Date,  the Owner may  surrender  the
Contract for its Surrender  Value.  The Surrender Value will be determined as of
the Valuation  Period on the date Written  Notice  requesting  surrender and the
Contract are received at the Company's Home Office.  The Surrender Value will be
paid in a lump sum unless the Owner  requests  payment under an annuity  payment
option. A surrender may have adverse federal income tax consequences,  including
a penalty tax. (See FEDERAL TAX MATTERS, Taxation of Annuities.)
    

Partial  Withdrawals.  At any time  before the Annuity  Date,  an Owner may make
withdrawals  of the Surrender  Value in any Contract  Year.  There is no minimum
amount which may be withdrawn  but the maximum  amount is that which would leave
the remaining Surrender Value equal to $2,000. A partial withdrawal request that
would reduce the Surrender Value to less than $2,000 is treated as a request for
a full surrender of the Contract. The Company will withdraw the amount requested
from the Contract  Value as of the Valuation Day Written  Notice  requesting the
partial  withdrawal is received.  Any  applicable  interest  adjustment  will be
deducted from the remaining Contract Value. (See THE GUARANTEED INTEREST OPTION,
Interest Adjustment.) Any applicable surrender charge also will be deducted from
the remaining Contract Value. (See CHARGES AND DEDUCTIONS, Surrender Charge.)

The Owner may  specify  the  amount of the  partial  withdrawal  to be made from
Subaccounts or Guarantee  Amounts.  If the Owner does not so specify,  or if the
amount in the designated Subaccounts or Guarantee Amount is inadequate to comply
with the request,  the partial  withdrawal will be made from each Subaccount and
each Guarantee  Amount based on the proportion that the value in such Subaccount
or Guarantee Amount bears to the total Contract Value  immediately  prior to the
partial withdrawal.

A partial withdrawal may have adverse federal income tax consequences, including
a penalty tax. (See FEDERAL TAX MATTERS, Taxation of Annuities.)

Surrender  and  Partial  Withdrawal  Restrictions.  The  Owner's  right  to make
surrenders  and partial  withdrawals is subject to any  restrictions  imposed by
applicable law or employee benefit plan.

Restrictions on Distributions from Certain Types of Contracts. There are certain
restrictions  on surrenders of and partial  withdrawals  from  Contracts used as
funding vehicles for Code Section 403(b) retirement programs. Section 403(b)(11)
of the Code restricts the  distribution  under Section 403(b) annuity  contracts
of: (i) elective  contributions made in years beginning after December 31, 1988;
(ii)  earnings  on those  contributions;  and (iii)  earnings  in such  years on
amounts held as of the last year beginning before January 1, 1989. Distributions
of those  amounts may only occur upon the death of the  employee,  attainment of
age 59 1/2,  separation  from service,  disability,  or financial  hardship.  In
addition,  income attributable to elective  contributions may not be distributed
in the case of hardship.

Other restrictions with respect to the election,  commencement,  or distribution
of benefits may apply under Qualified  Contracts or under the terms of the plans
in respect of which Qualified Contracts are issued.

Systematic  Withdrawals.  If elected at the time of the application or requested
at any other time by  Written  Notice,  an Owner may elect to  receive  periodic
partial  withdrawals under the Company's  systematic  withdrawal plan. Under the
systematic  withdrawal  plan,  the Company will make partial  withdrawals  (on a
monthly, quarterly,  semi-annual or annual basis) from designated Subaccounts as
specified by the Owner. Such withdrawals must be at least $100 each and may only
be made from Variable Contract Value. Generally,  owners must be at least age 59
1/2 to  participate  in the  systematic  withdrawal  plan  unless  they elect to
receive substantially equal periodic payments.

The  withdrawals  may be requested on the  following  basis:  (1) as a specified
dollar amount,  (2) as a specified whole number of Accumulation  Units, (3) as a
specified whole percent of Variable  Contract Value in a particular  Subaccount,
(4) in an amount equal to the excess of a specified amount of Variable  Contract
Value in a  particular  Subaccount,  and (5) in an  amount  equal to an  Owner's
required minimum distribution under the Code.

Participation  in the systematic  withdrawal plan will terminate on the earliest
of the following  events:  (1) the Variable  Contract Value in a Subaccount from
which partial  withdrawals  are being made becomes zero, (2) a termination  date
specified  by the  Owner is  reached,  (3) the  Owner  requests  that his or her
participation  in the plan cease, or (4) a surrender  charge would be applicable
to amounts being  withdrawn  (i.e.,  partial  withdrawals  under the  systematic
withdrawal plan may not include amounts subject to the surrender  charge).  With
regard  to (4),  an Owner  may,  by  Written  Notice,  request  that  systematic
withdrawals  continue  even though a surrender  charge is deducted in connection
with  such  withdrawals.  Also  with  regard to (4),  if  necessary  to meet the
required  minimum   distribution   under  the  Code  or  if  necessary  to  make
substantially  equal  payments as  required  under the Code,  the  Company  will
continue systematic withdrawals even though a surrender charge is deducted.

There are federal income tax  consequences  to partial  withdrawals  through the
systematic  withdrawal  plan and Owners  should  consult  with their tax adviser
before  electing to participate  in the plan. The Company  reserves the right to
discontinue offering the systematic withdrawal plan at any time.

Contract Loans

Owners of Contracts  issued in connection with retirement  programs  meeting the
requirements of Section 403(b) of the Code (other than those programs subject to
Title 1 of the Employee  Retirement Income Security Act of 1974) may borrow from
the Company using their Contracts as collateral. Loans such as these are subject
to the provisions of any applicable  retirement  program and to the Code. Owners
should, therefore,  consult their tax and retirement plan advisers before taking
a Contract loan.

At any time,  Owners  may  borrow  the  lesser of (1) the  maximum  loan  amount
permitted  under the Code, or (2) 90% of the Surrender  Value of their Contract.
Loans in excess of the maximum amount permitted under the Code may be treated as
a taxable  distribution  rather than a loan. The Company will only make Contract
loans after approving a written application by the Owner. The written consent of
all assignees and irrevocable  beneficiaries must be obtained before a loan will
be given.

When a loan is made,  the  Company  transfers  an  amount  equal  to the  amount
borrowed from the Variable Contract Value or Guaranteed Interest Option Value to
the Loan Account.  The Loan Account is part of the Company's General Account and
Contract  Value  in the Loan  Account  does not  participate  in the  investment
experience of any  Subaccount or Guarantee  Account.  The Owner must indicate in
the loan application from which  Subaccounts or Guarantee  Amounts,  and in what
amounts, Contract Value is to be transferred to the Loan Account. In the absence
of any such  instructions from the Owner, the transfer(s) are made pro-rata from
all Subaccounts  having Variable Contract Value and from all Guarantee  Amounts.
Loans may be repaid by the Owner at any time before the Annuity  Date.  Upon the
repayment  of any portion of a loan,  an amount equal to the  repayment  will be
transferred  from the Loan Account to the  Subaccount(s)  or Guarantee  Accounts
designated  by the Owner or according to the Owner's  current  purchase  payment
allocation  instructions.  Loan  repayments  may not be allocated to the DCA One
Year Guarantee Period Account.  Amounts transferred from the Guaranteed Interest
Option  to the  Loan  Account  may be  subject  to an  interest  adjustment,  if
applicable.

The Company  charges  interest on Contract loans at an effective  annual rate of
6.5%.  The Company pays  interest on the  Contract  Value in the Loan Account at
rates it  determines  from time to time but never less than an effective  annual
rate of 3.0%. This rate may change at the Company's discretion and Owners should
request current interest rate from the Company or  Representative  or by calling
the  Company  at  (800)  798-5500.  Consequently,  the net cost of a loan is the
difference  between  6.5%  and the  rate  being  paid  from  time to time on the
Contract  Value in the Loan  Account.  Interest on Contract  loans  accrues on a
daily  basis from the date of the loan and is due and payable at the end of each
Contract  Year.  If the Owner does not pay the  interest  due at that  time,  an
amount equal to such interest less interest  earned on the Contract Value in the
Loan  Account  is  transferred  from  his  or her  Variable  Contract  Value  or
Guaranteed Interest Option Value (as described above for the loan itself) to the
Loan Account. This transfer will therefore increase the loan amount.

If at any time,  the loan amount  causes the  Surrender  Value to be equal to or
less than zero, the Contract will be in default. In this event, the Company will
send a  Written  Notice  of  default  to the Owner  stating  the  amount of loan
repayment needed to reinstate the Contract and the Owner will have 60 days, from
the day the notice is mailed,  to pay the stated amount. If the Company does not
receive the  required  loan  repayment  within 60 days,  it will  terminate  the
Contract  without value.  Principal and interest must be repaid in substantially
level payments made no less  frequently  than quarterly over a five-year  period
(or, if the loan is used to acquire the Owner's principal residence, a 10, 15 or
20-year  period but not beyond the year the Owner attains age 70 1/2). The Owner
is allowed a 60-day grace period from the end of quarter  installment  due date.
If the amount due by the end of the  quarter  is not  received  within the grace
period, a deemed distribution of the entire amount of the outstanding principal,
interest  due, and any  applicable  charges under this  Contract,  including any
withdrawal  charge,  will be made.  This deemed  distribution  may be subject to
income and penalty tax under the Code and may adversely  affect the treatment of
the Contract under Code Section 403(b).

Any loan amount outstanding upon the death of the Owner or Annuitant is deducted
from any death  benefit  paid.  In  addition,  a Contract  loan,  whether or not
repaid,  will  have  a  permanent  effect  on the  Contract  Value  because  the
investment  experience of the Variable Account and the interest rates applicable
to Guarantee  Accounts do not apply to the portion of Contract Value transferred
to the Loan Account. The longer the loan remains  outstanding,  the greater this
effect is likely to be.

Death Benefit Before the Annuity Date

Death of an Owner.  If any Owner dies prior to the Annuity  Date,  any surviving
Owner  becomes the sole Owner.  If there is no surviving  Owner,  the  Annuitant
becomes the new Owner unless the deceased Owner was also the  Annuitant.  If the
sole deceased Owner was also the Annuitant,  then the provisions relating to the
death of an Annuitant  (described  below) will govern unless the deceased  Owner
was one of two joint  Annuitants.  In the latter event, the surviving  Annuitant
becomes the Owner.

The following options are available to a sole surviving Owner or a new Owner:

     (1)  If the  Owner  is the  spouse  of the  deceased  Owner,  he or she may
          continue the Contract as the new Owner.

   
     (2)  If the  Owner is not the  spouse of the  deceased  Owner he or she may
          elect,  within 60 days of the date the Company  receives  Due Proof of
          Death:

          (a)  to receive the Surrender  Value in a single sum within 5 years of
               the deceased Owner's death; or
    

          (b)  to  apply  the  Surrender  Value  within  1 year of the  deceased
               Owner's death to one of the annuity payment options provided that
               payments  under the option are payable  over the new Owner's life
               or  over  a  period  not  greater   than  the  new  Owner's  life
               expectancy.

If he or she does not elect one of the above  options,  the Company will pay the
Surrender Value five years from the date of the deceased Owner's death.

Under any of these options, sole surviving Owners or new Owners may exercise all
Ownership  rights and  privileges  from the date of the deceased  Owner's  death
until the date that the Surrender Value is paid.

Death of the  Annuitant.  If the  Annuitant  dies before the Annuity  Date,  the
Company will pay the death benefit  described below to the Beneficiary  named by
the Owner in a lump  sum.  (Owners  and  Beneficiaries  also may name  successor
Beneficiaries.) If there is no surviving  Beneficiary,  the Company will pay the
death benefit to the Owner or the Owner's estate. In lieu of a lump sum payment,
the Beneficiary may elect,  within 60 days of the date the Company  receives due
proof of the Annuitant's death, to apply the death benefit to an annuity payment
option,  provided that the Annuity Date selected by the  Beneficiary is at least
two years after the Contract  Date.  The Company is  currently  waiving this two
year  requirement  for Annuity  Payment  Options 3 and 4. (See  ANNUITY  PAYMENT
OPTIONS, Description of Annuity Payment Options.)

If the Annuitant who is also an Owner dies, the provisions described immediately
above apply except that the Beneficiary may only apply the death benefit payment
to an annuity payment option if:

     (1)  payments  under  the  option  begin  within 1 year of the  Annuitant's
          death; and

     (2)  payments under the option are payable over the  Beneficiary's  life or
          over a period not greater than the Beneficiary's life expectancy.

Death  Benefit.  If the Annuitant is age 75 or younger on the Contract Date, the
death benefit is an amount equal to the greater of:

     (1)  aggregate  Net Purchase  Payments made under the Contract less partial
          withdrawals as of the date the Company  receives Due Proof of Death of
          the deceased;

     (2)  Contract Value as of the date the Company  receives Due Proof of Death
          of the deceased's death; or

     (3)  the death benefit floor amount as of the date of the deceased's  death
          plus any Net Purchase  Payments made and less any partial  withdrawals
          made since the most recent death benefit floor computation anniversary
          prior to death.

less any applicable  premium taxes not previously  deducted and any  outstanding
loan amount on the date the death benefit is paid.  For  Contracts  issued after
the Annuitant's 76th birthday, the death benefit is always equal to the Contract
Value as of the date the Company  receives  due proof of the  Annuitant's  death
less any outstanding loan amount and any applicable premium taxes not previously
deducted.

The death  benefit  floor amount is the Contract  Value on the most recent death
benefit floor computation anniversary. In states other than Texas, death benefit
floor  computation  anniversaries  are the 7th  Contract  Anniversary  and  each
subsequent 7th Contract Anniversary (for example, the 14th Contract Anniversary,
the 21st  Contract  Anniversary,  etc.)  (In  Texas,  the  death  benefit  floor
computation  anniversaries are the 6th Contract  Anniversary and each subsequent
6th Contract Anniversary.)

Death Benefit After the Annuity Date

If an Owner dies after the Annuity Date,  any  surviving  Owner becomes the sole
Owner.  If there is no surviving  Owner,  the Payee receiving  annuity  payments
becomes the new Owner.  Such  Owners  will have the rights of Owners  during the
annuity  period,  including the right to name  successor  Payees if the deceased
Owner had not  previously  done so. The death of an Annuitant  after the Annuity
Date will have the effect stated in the annuity payment option pursuant to which
annuity payments are being made.

Annuity Payments on the Annuity Date

The Owner selects the Annuity Date.  For  Non-Qualified  Contracts,  the Annuity
Date may not be  after  the  later of the  Contract  Anniversary  following  the
Annuitant's  85th  birthday or 10 years after the Contract  Date.  For Qualified
Contracts,  the Annuity Date must be no later than the Annuitant's age 70 1/2 or
any other date meeting the requirements of the Code.

The Owner may change the Annuity Date subject to the following limitations:  (1)
the Owner's  Written Notice must be received at the Home Office at least 30 days
before the current  Annuity Date,  and (2) the requested  Annuity Date must be a
date that is at least 30 days after receipt of the Written  Notice,  and (3) the
requested  Annuity Date must be at least two years after the Contract  Date (the
Company is currently  waiving this  limitation for Annuity Payment Options 3 and
4.) (See ANNUITY PAYMENT OPTIONS, Description of Annuity Payment Options.)

On the Annuity Date, the adjusted  Contract Value will be applied under the life
income annuity payment option with ten years guaranteed, unless the Owner elects
to have the  proceeds  paid  under  another  payment  option or to  receive  the
Surrender Value in a lump sum. (See ANNUITY PAYMENT OPTIONS.) In certain states,
the Surrender  Value will be applied to the annuity  payment  option rather than
the adjusted Contract Value.  Unless the Owner instructs the Company  otherwise,
amounts  in  the  Guaranteed   Interest   Option  will  be  used  to  provide  a
fixed-annuity payment option and amounts in the Variable Account will be used to
provide a variable annuity payment option.

The adjusted Contract Value is the Contract Value:

     (1)  plus or minus any applicable interest adjustment;

     (2)  minus any applicable  surrender  charge if annuity payment option 1 is
          selected;

     (3)  minus the  pro-rated  portion of the annual  Contract  fee (unless the
          Annuity Date falls on the Contract Anniversary);

     (4)  minus any applicable loan amount; and

     (5)  minus any applicable premium taxes not yet deducted.

Payments

Any surrender,  partial withdrawal,  Contract loan or death benefit usually will
be paid within seven days of receipt of a Written  Notice,  any  information  or
documentation reasonably necessary to process the request, and (in the case of a
death benefit) receipt and filing of Due Proof of Death.  However,  payments may
be postponed if:

     (1)  the New York Stock Exchange is closed,  other than  customary  weekend
          and holiday  closings,  or trading on the  exchange is  restricted  as
          determined by the SEC; or

     (2)  the SEC permits the postponement for the protection of Owners; or

     (3)  the SEC  determines  that an  emergency  exists  that  would  make the
          disposal  of   securities   held  in  the  Variable   Account  or  the
          determination  of the value of the Variable  Account's  net assets not
          reasonably practicable.

If a recent  check or draft has been  submitted,  the  Company  has the right to
delay  payment  until it has  assured  itself  that the  check or draft has been
honored.

The Company has the right to defer payment of any surrender,  partial withdrawal
or transfer from the  Guaranteed  Interest  Option for up to six months from the
date of receipt of Written  Notice for such a surrender or transfer.  If payment
is not made within 30 days after receipt of documentation  necessary to complete
the transaction,  or such shorter period required by a particular  jurisdiction,
interest  will  be  added  to the  amount  paid  from  the  date of  receipt  of
documentation at 3% or such higher rate required for a particular jurisdiction.

Modification

Upon notice to the Owner, the Company may modify the Contract:

     (1)  to permit the  Contract  or the  Variable  Account to comply  with any
          applicable law or regulation issued by a government agency; or

     (2)  to assure  continued  qualification  of the Contract under the Code or
          other  federal or state  laws  relating  to  retirement  annuities  or
          variable annuity contracts; or

     (3)  to reflect a change in the operation of the Variable Account; or

     (4)  to provide for the addition or substitution of investment options.

In the event of most  such  modifications,  the  Company  will make  appropriate
endorsement to the Contract.

Reports to Owners

At least  annually,  the Company  will mail to each Owner,  at such Owner's last
known address of record,  a report setting forth the Contract  Value  (including
the  Contract  Value  in each  Subaccount  and  each  Guarantee  Amount)  of the
Contract,  purchase  payments paid and charges  deducted  since the last report,
partial  withdrawals  made  since the last  report and any  further  information
required by any applicable law or regulation.

Inquiries

Inquiries regarding a Contract may be made by writing to the Company at its Home
Office.

                         THE GUARANTEED INTEREST OPTION

The  guaranteed  interest  option  varies  according  to the  state in which the
Contract is issued.  Solely for the sake of  convenient  reference,  states have
been  divided  into three  categories.  In  category  one,  the  Company  offers
guarantee  periods varying in duration from one year to 10 years and the Company
may impose an interest  adjustment on guarantee  amounts  withdrawn prior to the
expiration of a guarantee period.

In Category 2, the Company offers a guarantee period of one year and no interest
adjustment is imposed if guarantee  amounts are withdrawn  before the expiration
of that year.

In  Category  3, the  Company  does not  intend to offer a  guaranteed  interest
option.

To determine the guaranteed  interest option  available in your state,  find the
name of your state in the lists of states below.  Then read about the guaranteed
interest option available in that state.

Category 1

The Company, in Category 1 states,  offers guarantee periods varying in duration
from one year to ten years and the Company may impose an interest  adjustment on
guarantee  amounts  withdrawn  prior to the  expiration  of a guarantee  period.
Category 1 states are: Alabama, Alaska, Arizona, Arkansas, California, Colorado,
Connecticut,  Delaware,  District of Columbia,  Florida, Georgia, Hawaii, Idaho,
Illinois,  Indiana, Iowa, Kansas,  Kentucky,  Louisiana,  Maine,  Massachusetts,
Michigan,  Minnesota,  Mississippi,  Missouri,  Montana,  Nebraska,  Nevada, New
Hampshire,  New Mexico,  North Carolina,  North Dakota,  Ohio,  Oklahoma,  Rhode
Island,  South  Carolina,  South  Dakota,  Tennessee,  Vermont,  Virginia,  West
Virginia, and Wyoming.

In  Category 1 states,  an Owner may  allocate  some or all of the Net  Purchase
Payments  and  transfer  some or all of the  Contract  Value  to the  Guaranteed
Interest Option for selected  periods of time from one to ten years. The Company
also intends to offer a special one year Guarantee  Period that allows transfers
to  other  Subaccounts  throughout  the  Guarantee  Period  (the  "DCA  One Year
Guarantee  Period").  Purchase  Payments  may be  allocated to this DCA One Year
Guarantee  Period,  but  transfers  are not  allowed  into it.  The DCA One Year
Guarantee  Period has not yet been  approved  in all  states and the  Guaranteed
Interest  Options may not be  available  in all states.  Contact the Company for
information on availability in your state.

The Guaranteed Interest Option is part of the Company's General Account and pays
interest at declared rates, set at the sole discretion of the Company. The rates
are  guaranteed  for a  selected  period  of time  from  one to ten  years.  The
principal,  after deductions, is also guaranteed.  The Company's General Account
supports its insurance and annuity  obligations.  Since the Guaranteed  Interest
Option  is  part  of the  General  Account,  the  Company  assumes  the  risk of
investment  gain or loss on this amount.  All assets in the General  Account are
subject to the Company's general liabilities from business operations.

The  Guaranteed  Interest  Option  has  not  been,  and is not  required  to be,
registered  with the SEC under  the  Securities  Act of 1933,  and  neither  the
Guaranteed Interest Option nor the Company's General Account has been registered
as an investment  company under the 1933 Act.  Therefore,  neither the Company's
General Account,  nor the Guaranteed  Interest Option,  are generally subject to
regulation  under the 1933 Act or the 1940 Act. The disclosures  relating to the
Guaranteed  Interest  Option which are included in this  Prospectus  are for the
Owner's  information.  However,  such  disclosures  may be  subject  to  certain
generally  applicable  provisions  of federal  securities  laws  relating to the
accuracy and completeness of statements made in prospectuses.

Guaranteed Interest Option Value

The portion of the Contract Value allocated to the Guaranteed Interest Option is
the  Guaranteed  Interest  Option  value which is  credited  with  interest,  as
described below. The Guaranteed Interest Option value reflects interest credited
to Contract Value in Guarantee  Periods,  Net Purchase Payments  allocated to or
Contract Value transferred to Guarantee Periods, transfers of Contract Value out
of Guarantee Periods,  surrenders and partial withdrawals from Guarantee Periods
(including related interest adjustments) and charges assessed in connection with
the  Contract.  The  Guaranteed  Interest  Option  value is the sum of Guarantee
Amounts under the Contract.  The Guaranteed  Interest Option value is guaranteed
to accumulate at a minimum effective annual interest rate of 3%.

Guarantee Periods

From time to time the Company will offer to credit  Guaranteed  Interest  Option
value with interest at specific  guaranteed  rates for specific periods of time.
These periods of time are known as Guarantee Periods.  The Company may offer one
or more  Guarantee  Periods of one to ten years'  duration at any time, but will
always  offer a  Guarantee  Period of one year.  The  Company  will  publish  an
effective annual interest rate applicable to each Guarantee Period being offered
at that time. Net Purchase Payments allocated or Contract Value transferred to a
Guarantee  Period are  guaranteed to earn that rate of interest for each year of
the period  (provided  that such  payments and Contract  Value are not withdrawn
during the Guarantee Period or surrendered). The interest rates available at any
time will vary with the number of years in the Guarantee  Period but will always
be equal to or greater than an effective annual rate of 3%.

Guarantee  Periods  begin as of the date Net  Purchase  Payments or transfers of
Contract  Value  are  made to them  and end  when  the  number  of  years in the
Guarantee  Period have elapsed.  Transfers of Contract Value to the DCA One Year
Guarantee Period are not permitted.  The last day of the Guarantee Period is the
expiration  date for the  Guarantee  Period.  Owners  may not  select  Guarantee
Periods with  expiration  dates later than the Contract's  current Annuity Date.
During the 30-day  period prior to the  expiration  of a Guarantee  Period,  the
Owner may transfer the Guarantee  Amount related to that Guarantee Period to any
new Guarantee Period or Subaccount available at that time. Such transfers may be
made at any time from the DCA One Year  Guarantee  Period.  At the expiration of
the DCA One Year Guarantee  Period,  any amount remaining in the account will be
transferred  to the  Money  Market  Subaccount  if  other  instructions  are not
received from the Owner. If, at the expiration of a Guarantee Period,  less than
one year remains until the Annuity Date, the Company will credit interest to the
Guarantee  Amount at the guaranteed rate then applicable to a one year Guarantee
Period.  For Guarantee Periods other than the DCA One Year Guarantee Period, the
Company will notify Owners of the available Guarantee Periods and Subaccounts 30
days prior to the expiration of a Guarantee Period.

If an Owner  does not  respond  to the  notice  with  instructions  as to how to
reinvest the  Guarantee  Amount,  then on the  expiration  date the Company will
invest the Guarantee Amount in another  Guarantee Period of the same duration as
the expiring  period.  If no Guarantee  Period of equal duration is available at
that time,  the Company will reinvest the Guarantee  Amount in the next shortest
Guarantee Period  available.  If either of such default  Guarantee Periods would
extend  beyond the Annuity Date of the  Contract,  the Company will reinvest the
Guarantee  Amount in the Guarantee  Period of the longest  duration that expires
before the Annuity Date.

The Company intends to credit  Guarantee  Amounts with interest at current rates
in excess of the  minimum  guaranteed  rate but is not  obligated  to do so. The
Company has no specific formula for determining  current  interest rates.  These
current  interest rates may be influenced by, but do not necessarily  correspond
to, prevailing general market interest rates.  Guaranteed  Interest Option Value
will not share in the investment performance of the Company's General Account or
any portion thereof. Any interest credited on Guarantee Amounts in excess of the
minimum guaranteed  effective rate of 3% per year will be determined in the sole
discretion of the Company.  The Owner  therefore  assumes the risk that interest
credited may not exceed the minimum guaranteed rate.

Net Purchase Payment Preservation Program

An Owner may elect to  allocate  the initial Net  Purchase  Payment  between the
Guaranteed  Interest  Option and the Variable  Account so that at the end of the
Guaranteed  Period the portion of the initial Net Purchase Payment  allocated to
the Guarantee Interest Option will equal the initial Net Purchase Payment.  This
would  permit the Owner to  allocate  the  remaining  portion of the initial Net
Purchase  Payment  to one or more  Subaccounts  and still be certain of having a
Contract Value at the end of the Guarantee  Period at least equal to the initial
Net Purchase  Payment.  Upon request,  the Company will calculate the portion of
any Net Purchase Payment that must be allocated to a particular Guarantee Period
to achieve this result.

Interest Adjustment

The Company will impose an interest adjustment on Guarantee Amounts withdrawn or
surrendered  or applied to an annuity  payment  option from a  Guarantee  Period
(other than the DCA One Year Guarantee  Period) before  expiration of the period
except when such a withdrawal, surrender or annuitization occurs during the last
30 days of the period. The interest  adjustment is calculated by multiplying the
amount surrendered, withdrawn or annuitized by the following factor:

                              0.70 x (I - J) x n/12
Where:

     I    = the guaranteed  interest rate then being offered for a new Guarantee
          Period  equal  in  duration  and type to the  period  from  which  the
          Guarantee Amount is being withdrawn,  surrendered or annuitized.  If a
          Guarantee Period of such duration is not being offered, "I" equals the
          linear   interpolation  of  the  guaranteed  rates  for  periods  then
          available.   If  the   Guarantee   Periods   needed  to  perform   the
          interpolation  are not being  offered,  "I" equals the  interest  rate
          being paid on the Treasury  Constant  Maturity Series published by the
          Federal   Reserve  Board  for  Treasury   securities   with  remaining
          maturities  equal to the duration of the appropriate  Guarantee Period
          plus the interest  adjustment  reference  factor shown on the Contract
          data page. If no published rates are available for maturities equal to
          the duration of the appropriate Guarantee Period, linear interpolation
          of other published rates will be used.

     J    = the  guaranteed  interest rate then being  credited to the Guarantee
          Amount being withdrawn, surrendered or annuitized.

     n    = the number of complete months  remaining until the expiration of the
          Guarantee Period.

At a time when I exceeds J, the interest  adjustment  will reduce the portion of
any Guarantee Amount available for withdrawal,  surrender or annuitization. At a
time when J exceeds I, the interest  adjustment will increase the portion of any
Guarantee Amount available for withdrawal, surrender or annuitization. Moreover,
the  interest  adjustment  will only  operate  to  increase  or reduce  credited
interest in an amount  equal to the excess of 3% per year on a Guarantee  Amount
at the beginning of any Guarantee Period.

The interest  adjustment is calculated  separately for each Guarantee Amount and
is applied before any surrender  charge.  Owners must instruct the Company as to
which Guarantee Periods should be withdrawn or surrendered. Within any Guarantee
Period,  Guarantee Amounts are withdrawn or surrendered on a  first-in-first-out
basis. The adjustment does not apply to the calculation of a death benefit or to
amounts deducted from Guaranteed Interest Option value by the Company as fees or
charges.  In addition,  the sum of the surrender charge and interest  adjustment
for a  Guarantee  Amount  withdrawn  or  surrendered  will not exceed 10% of the
Guarantee Amount withdrawn or surrendered.

Any  applicable  interest  adjustment(s)  will be deducted  from or added to the
remaining Guarantee  Amount(s),  if any, or from all remaining Guarantee Amounts
on a pro-rata  basis.  If, at the time a partial  withdrawal is requested from a
Guarantee Amount, the Guaranteed  Interest Option value would be insufficient to
permit the deduction of the interest  adjustment  from any  remaining  Guarantee
Amounts, then the Company will not permit the partial withdrawal.

The imposition of an interest adjustment may have significant federal income tax
consequences. (See FEDERAL TAX MATTERS, Taxation of Annuities.)

Category 2

The Company,  in Category 2 states,  offers guarantee periods of one year and no
interest adjustment is imposed. Category 2 states include: Pennsylvania,  Texas,
Utah and Wisconsin.  Category 2 states may also include Maryland and New Jersey.
Maryland  and New Jersey  offers  will be limited to the DCA One Year  Guarantee
Period only. Contact the Company for information on availability in Maryland and
New Jersey.

In  Category  2 states an Owner  may  allocate  some or all of the Net  Purchase
Payments  and  transfer  some or all of the  Contract  Value  to the  Guaranteed
Interest  Option  for one year  periods.  The  Company  also  intends to offer a
special one year  Guarantee  Period that allows  transfers to other  Subaccounts
throughout the Guarantee Period (the "DCA One Year Guarantee Period").  Purchase
Payments may be allocated to this DCA One Year Guarantee  Period,  but transfers
are not allowed into it. Purchase  payment  allocations are limited to the first
three contract years in Maryland and New Jersey.  Contracts sold in Maryland and
New Jersey prior to  availability  of the DCA One Year  Guarantee  Period do not
contain the Guaranteed Interest Option.

The Guaranteed Interest Option is part of the Company's General Account and pays
interest at declared rates, set at the sole discretion of the Company,  that are
guaranteed for one year. The principal,  after  deductions,  is also guaranteed.
The Company's  General Account  supports its insurance and annuity  obligations.
Since the Guaranteed Interest Option is part of the General Account, the Company
assumes the risk of  investment  gain or loss on this amount.  All assets in the
General Account are subject to the Company's  general  liabilities from business
operations.

The  Guaranteed  Interest  Option  has  not  been,  and is not  required  to be,
registered  with the SEC under  the  Securities  Act of 1933,  and  neither  the
Guaranteed Interest Option nor the Company's General Account has been registered
as an investment  company under the 1940 Act.  Therefore,  neither the Company's
General Account,  nor the Guaranteed  Interest Option,  are generally subject to
regulation  under the 1933 Act or the 1940 Act. The disclosures  relating to the
Guaranteed  Interest  Option which are included in this  Prospectus  are for the
Owner's  information.  However,  such  disclosures  may be  subject  to  certain
generally  applicable  provisions  of federal  securities  laws  relating to the
accuracy and completeness of statements made in prospectuses.

Guaranteed Interest Option Value

The  Guaranteed  Interest  Option  value is the  portion of the  Contract  Value
allocated to the Guaranteed  Interest  Option.  The Guaranteed  Interest  Option
value reflects Net Purchase Payments allocated to and Contract Value transferred
to 1) Guarantee  Periods,  2) interest  credited to Contract  Value in Guarantee
Periods,  3) transfers of Contract Value out of Guarantee Periods, 4) surrenders
and partial  withdrawals  from  Guarantee  Periods,  and 5) charges  assessed in
connection with the Contract.  Guarantee Amounts are withdrawn or surrendered on
a  first-in-first-out  basis. The Guaranteed Interest Option value is the sum of
Guarantee  Amounts under the Contract.  The Guaranteed  Interest Option value is
guaranteed to accumulate at a minimum effective annual interest rate of 3%.

Guarantee Periods

From time to time the Company will offer to credit  Guaranteed  Interest  Option
value with  interest at a specific  rate  guaranteed  for the following one year
period.  The one year period is known as a Guarantee  Period.  The Company  will
publish the effective annual interest rate applicable to each Guarantee  Period.
Net Purchase  Payments  allocated and Contract Value  transferred to a Guarantee
Period are guaranteed to earn that rate of interest during the period  (provided
that such  payments  and Contract  Value are not  withdrawn  from the  Guarantee
Period or  surrendered).  The  interest  rate will always be equal to or greater
than an effective annual rate of 3%.

A Guarantee  Period begins as of the date Net Purchase  Payments or transfers of
Contract  Value are made to the  Guarantee  Account  and ends when 365 days have
passed. Transfers of Contract Value to the DCA One Year Guarantee Period are not
permitted.  The last day of the 365 day  period is the  expiration  date for the
Guarantee  Period.  During the 30-day period prior to the  expiration  date, the
Owner may transfer the Guarantee  Amount related to that  Guarantee  Period to a
new one year Guarantee Period or to any Subaccount  available at that time. Such
transfers may be made at any time from the DCA One Year Guarantee Period. At the
expiration of a DCA One Year  Guarantee  Period,  any amount  remaining  will be
transferred to the Money Market Subaccount. For Guarantee Periods other than the
DCA One Year  Guarantee  Period,  the Company will notify Owners of the interest
rates  applicable  to the  upcoming  Guarantee  Period  thirty days prior to the
expiration  of a  Guarantee  Period.  If an Owner does not respond to the notice
with  instructions  as to how to  reinvest  the  Guarantee  Amount,  then on the
expiration date the Company will invest the Guarantee Amount in another one year
Guarantee  Period at the  guaranteed  rate then  offered.  If less than one year
remains  until the  Annuity  Date,  the  Company  will  credit  interest  to the
Guarantee  Amount at the guaranteed rate then applicable to a one year Guarantee
Period.

The Company intends to credit  Guarantee  Amounts with interest at current rates
in excess of the  minimum  guaranteed  rate but is not  obligated  to do so. The
Company has no specific formula for determining current interest rates.  Current
interest  rates may be  influenced  by, but do not  necessarily  correspond  to,
prevailing general market interest rates.  Guaranteed Interest Option Value will
not share in the investment  performance of the Company's  General Account.  Any
interest  credited  on  Guarantee  Amounts in excess of the  minimum  guaranteed
effective  rate of 3% per year will be determined in the sole  discretion of the
Company.  The Owner assumes the risk that  interest  credited may not exceed the
minimum guaranteed rate.

The  Company  will not  impose  an  interest  adjustment  on  Guarantee  Amounts
withdrawn  or  surrendered  or  applied to an annuity  payment  option  from the
Guaranteed Interest Option.

Net Purchase Payment Preservation Program

An Owner may elect to allocate the initial Net Purchase  Payment between the one
year  Guaranteed  Period  and  the  Variable  Account  so that at the end of the
Guarantee  Period,  the portion of the initial Net Purchase Payment allocated to
the Guarantee Amount will equal the initial Net Purchase  Payment.  This permits
the Owner to allocate the remaining  portion of the initial Net Purchase Payment
to one or more  Subaccounts  and still be certain of having a Contract  Value at
the end of the  Guarantee  Period at least  equal to the  initial  Net  Purchase
Payment. Upon request, the Company will calculate the portion of any initial Net
Purchase  Payment  that  must be  allocated  to a one year  Guarantee  Period to
achieve this result. The program is not available in Maryland and New Jersey.

Category 3

The Company does not intend to offer a guaranteed  interest option in Category 3
states.  Category 3 states are: Oregon and Washington.  Category 3 also includes
Maryland and New Jersey  Contracts sold prior to the availability of the DCA One
Year Guarantee Period.

                             CHARGES AND DEDUCTIONS

Surrender Charge (Contingent Deferred Sales Charge)

General.  No charge for sales expenses is deducted from purchase payments at the
time purchase payments are paid.  However,  within certain time limits described
below, a surrender  charge  (contingent  deferred sales charge) is deducted from
the  Contract  Value if a partial  withdrawal  or  surrender  is made before the
Annuity  Date.  Also, a surrender  charge is deducted  from  amounts  applied to
annuity payment option 1. (See DESCRIPTION OF THE CONTRACT,  Annuity Payments on
the Annuity Date.)

Charge for Partial  Withdrawal or Surrender.  A charge is imposed on the partial
withdrawal or surrender of purchase  payments within seven years of their having
been  received by the Company.  The surrender  charge is the  percentage of each
such purchase payment specified in the table below and is separately  calculated
and applied to each purchase  payment at any time when that purchase  payment is
withdrawn or  surrendered.  No  surrender  charge  applies to Contract  Value in
excess of aggregate purchase payments.  The surrender charge is calculated using
the assumption that all Contract Value in excess of aggregate  purchase payments
is  surrendered  before any  purchase  payments and that  purchase  payments are
surrendered on a first-in-first-out basis.

     Number of Full Years Between
     Date of Purchase Payment and                    Charge as Percentage
          Date of Surrender                           of Purchase Payment
                  0                                            7%
                  1                                            6%
                  2                                            5%
                  3                                            4%
                  4                                            3%
                  5                                            2%
                  6                                            1%
                  7 +                                          0%

Any applicable surrender charge is deducted pro-rata from the remaining Variable
Contract  Value in the  Subaccounts  from  which the  withdrawal  is made or the
remaining Guaranteed Interest Option value from the Guarantee Amounts from which
the withdrawal is made. If such remaining  Variable Contract Value or Guaranteed
Interest Option value is insufficient for this purpose,  the surrender charge is
deducted pro-rata from all Subaccounts and Guarantee Amounts under the Contract.

Amounts Not Subject to Surrender  Charge. In each Contract Year, up to 10% of an
amount equal to the  aggregate  purchase  payments  still subject to a surrender
charge (computed at the time of the withdrawal or surrender) may be withdrawn or
surrendered during that year without a surrender charge. Any amounts surrendered
or  withdrawn  in excess of this 10% will be assessed a surrender  charge.  This
right is not cumulative from Contract Year to Contract Year.

Waiver of Surrender  Charge.  In most states,  the Contract  provides that, upon
Written Notice from the Owner before the Annuity Date, the surrender charge will
be waived on any partial withdrawal or surrender if the Annuitant is confined to
a nursing home or hospital (as described in the Contract) or becomes  terminally
ill (as described in the Contract). This waiver is not available in some states,
and, therefore,  is not described in Contracts issued in those states. As of May
1, 1999, those states include Kansas, New Jersey, Pennsylvania, and Texas.

The Company also offers an Executive  Benefits Plan  Endorsement  in conjunction
with  certain  deferred   compensation   plans.  The  executive   benefits  plan
endorsement  waives the  surrender  charges  (deferred  charges) on the contract
(policy) to which it is attached subject to the following conditions:

     1.   the contract (policy) is surrendered and the proceeds are used to fund
          a new policy provided through CUNA Mutual Life Insurance Company or an
          affiliate;

     2.   the contract (policy) is owned by a business or trust;

     3.   the new contract (policy) is owned by the same entity;

     4.   the  annuitant  (insured)  under the  contract  (policy) is a selected
          manager or a highly  compensated  employee (as those terms are defined
          by  Title  1 of  the  Employee  Retirement  Income  Security  Act,  as
          amended);

     5.   the  annuitant  (insured)  under the new  contract  is also a selected
          manager or highly compensated employee;

     6.   we receive an  application  for the new contract (and have evidence of
          insurability satisfactory to us).

There is no charge for this  benefit.  However,  if you  exercise  this  benefit
during the first to contract  (policy)  years,  we reserve the right to charge a
fee to offset  expenses  incurred.  This fee will not exceed $150. The Executive
Benefits Plan Endorsement may not be available in all states.

Annual Contract Fee

On each Contract Anniversary prior to the Annuity Date, the Company deducts from
the Variable  Contract  Value an annual  Contract fee of $30 to reimburse it for
administrative  expenses relating to the Contract. The fee is deducted from each
Subaccount and from the Guaranteed  Interest Option based on the proportion that
the value of the Subaccount and the Guaranteed Interest Option bear to the total
Contract  Value.  (In Texas and South  Carolina,  the fee is deducted  from each
Subaccount based on the proportion that the value of the Subaccount bears to the
total Variable  Contract  Value.) The annual  Contract fee also is deducted upon
surrender of a Contract on a date other than a Contract Anniversary. A pro-rated
portion of the fee is deducted upon  annuitization.  After the Annuity Date, the
annual Contract fee is deducted from variable annuity payments. The Company does
not deduct the annual Contract fee on Contracts with a Contract Value of $25,000
or more on the Contract Anniversary.  The Contract fee will not be charged after
the Annuity  Date when a Contract  with a Contract  Value of $25,000 or more has
been annuitized.

Asset-Based Administration Charge

The Company deducts a daily  administration  charge to compensate it for certain
expenses it incurs in  administration  of the  Contract.  The charge is deducted
from the assets of the Variable Account at an annual rate of 0.15%.

Transfer Processing Fee

Currently no fee is charged for  transfers.  However,  the Company  reserves the
right to charge $10 for the 13th transfer and each subsequent  transfer during a
Contract  Year.  For the purpose of assessing  such a transfer fee, each written
request  would be  considered  to be one  transfer,  regardless of the number of
Subaccounts  or Guarantee  Amounts  affected by the  transfer.  The transfer fee
would be  deducted  from the  Subaccount  or  Guarantee  Amount  from  which the
transfer  is made.  If a  transfer  is made  from more  than one  Subaccount  or
Guarantee  Amount at the same time, the transfer fee would be deducted  pro-rata
from the remaining  Variable  Contract Value in such  Subaccount(s)  or from the
remaining Guarantee Amount.

Lost Contract Request

You can obtain a  certification  of your contract at no charge.  There will be a
$30 charge for a duplicate contract.

Mortality and Expense Risk Charge

To compensate the Company for assuming  mortality and expense risks, the Company
deducts  a daily  mortality  and  expense  risk  charge  from the  assets of the
Variable  Account.  The  charge is at a daily  rate of  0.003425%.  On an annual
basis, this equates to 1.25%  (approximately  0.85% for mortality risk and 0.40%
for expense risk).

The mortality risk the Company  assumes is that Annuitants may live for a longer
period  of  time  than  estimated  when  the  guarantees  in the  Contract  were
established.  Because of these guarantees,  each Payee is assured that longevity
will not have an adverse effect on the annuity payments received.  The mortality
risk that the Company  assumes also  includes a guarantee to pay a death benefit
if the Annuitant dies before the Annuity Date. The expense risk that the Company
assumes is the risk that the administrative  fees and transfer fees (if imposed)
may be insufficient to cover actual future expenses.

The  Company may use any profits  from this  charge to finance  other  expenses,
including distribution expenses related to the Contracts.

Fund Expenses

Because the Variable Account purchases shares or units of the various Funds, the
net assets of the Variable  Account will reflect the investment  management fees
and other operating expenses incurred by such Funds. (See EXPENSE TABLES and the
accompanying   current  prospectuses  for  Ultra  Series  Fund,  T.  Rowe  Price
International  Series, Inc., MFS Variable Insurance Trust,  Oppenheimer Variable
Account Funds, and Templeton Variable Products Series Fund.)

Premium Taxes

Various  states and other  governmental  entities  levy a premium tax on annuity
contracts issued by insurance companies. Premium tax rates are subject to change
from time to time by legislative  and other  governmental  action.  In addition,
other  government  units  within a state may levy such taxes.  The timing of tax
levies  varies  from one taxing  authority  to  another.  If  premium  taxes are
applicable to a Contract, the jurisdiction may require payment (a) from purchase
payments  as they are  received,  (b) from  Contract  Value upon  withdrawal  or
surrender,  (c) from  adjusted  Contract  Value upon  application  to an annuity
payment option, or (d) upon payment of a death benefit. The Company will forward
payment to the taxing  jurisdiction  when required by law.  Although the Company
reserves  the right to deduct  premium  taxes at the time such taxes are paid to
the taxing authority, currently the Company does not deduct premium tax from the
Owner's  Contract  Value until the  Contract is  annuitized.  (In  Pennsylvania,
premium tax is also  deducted  when the Contract is  terminated  by surrender or
death.)

The Company,  upon request,  will provide  current  premium tax rates. To obtain
this information,  contact the Company at the address and telephone number shown
on the first page of this  prospectus.  As of January  1,  1999,  the  Contracts
offered by this Prospectus were subject to tax in the states shown below:

                                
     State                        Non-Qualified  Qualified
   
     California                      2.35%         0.50%
     Kentucky                        2.00%         2.00%
     Maine                           2.00%         0.00%
     Nevada                          3.50%         0.00%
     South Dakota                    1.25%         0.00%
     West Virginia                   1.00%         1.00%
     Wyoming                         1.00%         0.00%
    

Other Taxes

Currently, no charge is made against the Variable Account for any federal, state
or local taxes (other than premium taxes) that the Company incurs or that may be
attributable to the Variable Account or the Contracts. The Company may, however,
make such a charge in the future from Surrender Value, death benefits or annuity
payments, as appropriate. Such taxes may include taxes (levied by any government
entity)  which  the  Company   determines  to  have  resulted   from:   (1)  the
establishment or maintenance of the Variable Account, (2) receipt by the Company
of  purchase  payments,  (3)  issuance of the  Contracts,  or (4) the payment of
annuity payments.

                             ANNUITY PAYMENT OPTIONS

Election of Annuity Payment Options

On the  Annuity  Date,  the  adjusted  Contract  Value will be applied  under an
annuity payment  option,  unless the Owner elects to receive the Surrender Value
in a single sum.  (See  DESCRIPTION  OF THE  CONTRACT,  Annuity  Payments on the
Annuity Date.) If an election of an annuity payment option is not on file at the
Company's  Home Office on the Annuity Date,  the proceeds will be paid as a life
income annuity with payments for ten years guaranteed. An annuity payment option
may be elected,  revoked, or changed by the Owner at any time before the Annuity
Date while the Annuitant is living. The election of an option and any revocation
or change must be made by Written Notice signed by the Owner and/or Beneficiary,
as  appropriate.  The  Owner  may elect to apply  any  portion  of the  adjusted
Contract  Value to provide  either  variable  annuity  payments or fixed annuity
payments or a combination of both.

Before to the Annuity Date, the Owner can apply the entire Surrender Value under
an annuity payment option, or a Beneficiary can apply the death benefit under an
annuity  payment option.  The annuity  payment  options  available are described
below.

The Company  reserves  the right to refuse the  election  of an annuity  payment
option other than paying the adjusted  Contract Value in a lump sum if the total
amount applied to an annuity  payment option would be less than $2,500,  or each
annuity payment would be less than $25.00.

Fixed Annuity Payments

Fixed annuity payments are periodic  payments from the Company to the designated
Payee, the amount of which is fixed and guaranteed by the Company. The amount of
each payment depends only on the form and duration of the annuity payment option
chosen, the age of the Annuitant, the sex of the Annuitant (if applicable),  the
amount  applied to purchase  the annuity  payments  and the  applicable  annuity
purchase rates in the Contract.  The annuity  purchase rates in the Contract are
based on a minimum  guaranteed  interest  rate of 3.5%.  The Company may, in its
sole  discretion,  make annuity payments in an amount based on a higher interest
rate.

Variable Annuity Payments

The dollar  amount of the first  variable  annuity  payment is determined in the
same manner as that of a fixed annuity  payment.  Therefore,  for any particular
amount applied to a particular  annuity payment option, the dollar amount of the
first variable  annuity  payment and the first fixed annuity  payment  (assuming
such fixed payment is based on the minimum  guaranteed 3.5% interest rate) would
be the same.  Variable  annuity  payments after the first payment are similar to
fixed annuity  payments except that the amount of each payment varies to reflect
the net  investment  performance of the  Subaccount(s)  selected by the Owner or
Payee.

The net investment performance of a Subaccount is translated into a variation in
the amount of variable  annuity  payments  through the use of Annuity Units. The
amount of the first variable annuity payment  associated with each Subaccount is
applied to purchase  Annuity Units at the Annuity Unit value for the  Subaccount
on the Annuity Date. The number of Annuity Units of each Subaccount attributable
to a Contract  then remains fixed unless an exchange of Annuity Units is made as
described below.  Each Subaccount has a separate Annuity Unit value that changes
with each Valuation Period in  substantially  the same manner as do Accumulation
Units of the Subaccount.

The dollar value of each  variable  annuity  payment after the first is equal to
the sum of the amounts  determined  by  multiplying  the number of Annuity Units
under a Contract of a  particular  Subaccount  by the Annuity Unit value for the
Subaccount for the Valuation Period which ends immediately preceding the date of
each such payment.  If the net investment return of the Subaccount for a payment
period is equal to the pro-rated  portion of the 3.5% annual assumed  investment
rate, the variable  annuity  payment  attributable  to that  Subaccount for that
period will equal the payment for the prior period.  To the extent that such net
investment  return exceeds an annualized rate of 3.5% for a payment period,  the
payment for that period  will be greater  than the payment for the prior  period
and to the extent  that such return for a period  falls  short of an  annualized
rate of 3.5%,  the payment for that period will be less than the payment for the
prior period.

After the Annuity Date, a Payee may change the selected Subaccount(s) by Written
Notice  up to four  times  per  Contract  Year.  Such a  change  will be made by
exchanging  Annuity Units of one Subaccount for another on an equivalent  dollar
value basis. See the Statement of Additional Information for examples of Annuity
Unit value calculations and variable annuity payment calculations.

Description of Annuity Payment Options

Option 1 - Interest Income.  (Fixed Annuity Payments Only) The proceeds are left
with the Company to earn interest at a compound  annual rate to be determined by
the Company but not less than 3.5%.  Interest  will be paid every month or every
12  months as the  Owner or Payee  selects.  Under  this  option,  the Payee may
withdraw  part  or all of the  proceeds  at any  time.  This  option  may not be
available in all states.

Option 2 - Income For a Fixed Term.  (Fixed Annuity  Payments Only) The proceeds
are paid out in equal monthly installments for a fixed number of years between 5
and 30. In the event of the Payee's  death,  a  successor  Payee may receive the
payments  or may elect to receive the present  value of the  remaining  payments
(computed as described in the  Contract) in a lump sum. If there is no successor
Payee or if the  successor  Payee  dies,  the  present  value  of the  remaining
payments will be paid to the estate of the last surviving Payee.

Option 3A - Life Income With Specified Number of Years Guaranteed.  The proceeds
are paid in monthly  installments during the Payee's lifetime with the guarantee
that  payments  will be made for a period of ten years or twenty  years.  In the
event of the Payee's  death before the  expiration  of the  specified  number of
years,  a successor  Payee may receive  the  remaining  payments or may elect to
receive the present  value of the remaining  payments  (computed as described in
the Contract) in a lump sum. If there is no successor  Payee or if the successor
Payee dies,  the present  value of the  remaining  payments  will be paid to the
estate of the last surviving Payee.

Option 3B - Life  Income  With  Special  Specified  Number of Years  Guaranteed.
(Fixed  Annuity  Payments  Only) The same as Option 3A except that the specified
number of years  selected is at least that which is  necessary  for the total of
all  guaranteed  payments  to equal the  amount of  proceed  applied  under this
option.

Option 3C - Life  Income.  The same as Option 3A except  that  payments  are not
guaranteed  for a  specific  number  of years but only for the  lifetime  of the
Payee.  Under  this  option,  a Payee  could  receive  only one  payment  if the
Annuitant dies after the first payment, two payments if the Annuitant dies after
the second payment, etc.

Option 4 - Joint and Survivor Life Income - 10 Year  Guaranteed  Period Certain.
The proceeds are paid out in monthly  installments  for as long as either of two
joint Payees (Annuitants) remain alive. If after the second Payee dies, payments
have been made for fewer than 10 years,  payments  will be made to any successor
Payee who was not a joint Annuitant or such successor Payee may elect to receive
the present  value of the  remaining  payments  (computed  as  described  in the
Contract) in a lump sum. If there is no such successor Payee or if the successor
Payee dies,  the present  value of the  remaining  payments  will be paid to the
estate of the last surviving Payee.

The amount of each  payment will be  determined  from the tables in the Contract
that apply to the  particular  option using the Payee's age (and if  applicable,
sex). Age will be determined from the last birthday at the due date of the first
payment.

Alternate  Payment  Option.  In lieu of one of the above  options,  the adjusted
Contract  Value or death  benefit,  as  applicable,  may be applied to any other
payment  option made  available by the Company or requested and agreed to by the
Company.

                            YIELDS AND TOTAL RETURNS

From time to time,  the Company  may  advertise  or include in sales  literature
yields,  effective yields and total returns for the  Subaccounts.  These figures
are  based  on  historical  earnings  and  do not  indicate  or  project  future
performance.  The Company also may,  from time to time,  advertise or include in
sales literature Subaccount performance relative to certain performance rankings
and indices compiled by independent organizations.  More detailed information as
to the  calculation  of  performance  appears  in the  Statement  of  Additional
Information.

Effective  yields  and  total  returns  for the  Subaccounts  are  based  on the
investment  performance of the corresponding  Fund. The performance of a Fund in
part reflects its expenses. See the prospectuses for the Funds.

The  yield of the  Money  Market  Subaccount  refers  to the  annualized  income
generated by an investment in the Subaccount over a specified  seven-day period.
The yield is calculated by assuming that the income generated for that seven-day
period is generated each seven-day  period over a 52-week period and is shown as
a percentage of the investment. The effective yield is calculated similarly but,
when annualized, the income earned by an investment in the Subaccount is assumed
to be  reinvested.  The effective  yield will be slightly  higher than the yield
because of the compounding effect of this assumed reinvestment.

The yield of a  Subaccount  (except the Money Market  Subaccount)  refers to the
annualized  income generated by an investment in the Subaccount over a specified
30-day or one-month period.  The yield is calculated by assuming that the income
generated by the investment  during that 30-day or one-month period is generated
each  month  over  a  12-month  period  and  is  shown  as a  percentage  of the
investment.

The  total  return of a  Subaccount  refers to  return  quotations  assuming  an
investment  under a Contract has been held in the Subaccount for various periods
of  time.  For  periods  prior  to  the  date  the  Variable  Account  commenced
operations, non-standard performance information will be calculated based on the
performance of the various Funds and the assumption that the Subaccounts were in
existence for the same periods as those indicated for the Funds,  with the level
of Contract  charges that were in effect at the inception of the Subaccounts for
the  Contracts.  When a Subaccount  has been in operation for one, five, and ten
years,  respectively,  the total  standard  returns  for these  periods  will be
provided.

The  average  annual  total  return  quotations  represent  the  average  annual
compounded  rates of return that would  equate an initial  investment  of $1,000
under a Contract to the redemption  value of that  investment as of the last day
of each of the periods for which total return  quotations are provided.  Average
annual total return  information  shows the average annual  percentage change in
the value of an investment  in the  Subaccount  from the  beginning  date of the
measuring period to the end of that period. This standardized version of average
annual total return reflects all historical investment results, less all charges
and deductions  applied against the Subaccount  (including any surrender  charge
that would apply if an Owner  terminated  the Contract at the end of each period
indicated, but excluding any deductions for premium taxes).

In addition to the standard version  described above,  total return  performance
information  computed  on  two  different  non-standard  bases  may be  used  in
advertisements or sales literature.  Average annual total return information may
be presented,  computed on the same basis as described above,  except deductions
will not include the surrender charge. In addition, the Company may from time to
time disclose cumulative total returns for Contracts funded by Subaccounts.

From  time  to  time,  yields,   standard  average  annual  total  returns,  and
non-standard  total  returns  for the Funds  may be  disclosed,  including  such
disclosures  for  periods  prior  to the  date the  Variable  Account  commenced
operations.

Non-standard performance data will only be disclosed if the standard performance
data for the required  periods is also  disclosed.  For  additional  information
regarding  the  calculation  of  other  performance  data,  please  refer to the
Statement of Additional Information.

In advertising and sales  literature,  the performance of each Subaccount may be
compared with the performance of other variable annuity issuers in general or to
the performance of particular  types of variable  annuities  investing in mutual
funds,  or  investment  portfolios  of mutual funds with  investment  objectives
similar to the Subaccount. Lipper Analytical Services, Inc. ("Lipper"), Variable
Annuity Research Data Service  ("VARDS") and Morningstar,  Inc.  ("Morningstar")
are  independent  services  which monitor and rank the  performance  of variable
annuity issuers in each of the major  categories of investment  objectives on an
industry-wide basis.

Lipper's and  Morningstar's  rankings include variable life insurance issuers as
well as variable annuity issuers. VARDS's rankings compare only variable annuity
issuers. The performance analyses prepared by Lipper, VARDS and Morningstar each
rank  such  issuers  on the  basis of total  return,  assuming  reinvestment  of
distributions,  but do not take  sales  charges,  redemption  fees,  or  certain
expense  deductions  at  the  separate  account  level  into  consideration.  In
addition,  VARDS  prepares risk  rankings,  which consider the effects of market
risk on total return performance. This type of ranking provides data as to which
Funds  provide the highest  total  return  within  various  categories  of funds
defined by the degree of risk inherent in their investment objectives.

Advertising  and sales  literature  may also  compare  the  performance  of each
Subaccount  to the Standard & Poor's Index of 500 Common  Stocks,  a widely used
measure of stock  performance.  This unmanaged index assumes the reinvestment of
dividends but does not reflect any "deduction" for transaction costs or expenses
of  operating  and  managing an  investment  portfolio.  The Lehman Bond Indexes
represent  unmanaged  groups  of  securities  of  various  issuers  and terms to
maturity which are representative of bond market performance. The Consumer Price
Index is a  statistical  measure of changes in the prices of goods and  services
over time published by the U.S. Bureau of Labor Statistics.  Lipper  Performance
Summary  Averages  represent  the average  annual  total return of all the funds
(within  a  specified  investment  category)  that  are  covered  by the  Lipper
Analytical  Services Variable Insurance Products  Performance  Analysis Service.
Other independent  ranking services and indices may also be used for performance
comparisons.

The  Company  may  also  report  other  information   including  the  effect  of
tax-deferred  compounding on a Subaccount's  investment  returns,  or returns in
general,  which may be illustrated by tables,  graphs, or charts. All income and
capital  gains  derived  from   Subaccount   investments  are  reinvested  on  a
tax-deferred  basis  which can lead to  substantial  long-term  accumulation  of
assets, provided that the Subaccount investment experience is positive.

                               FEDERAL TAX MATTERS

The Following Discussion is General and
Is Not Intended as Tax Advice

Introduction

This discussion is not intended to address the tax  consequences  resulting from
all of the  situations  in which a person may be  entitled  to or may  receive a
distribution  under the  Contract.  Any  person  concerned  about  specific  tax
implications should consult a competent tax adviser before making a transaction.
This discussion is based upon the Company's understanding of the present federal
income tax laws,  as they are  currently  interpreted  by the  Internal  Revenue
Service  ("IRS").  No  representation  is  made  as to  the  likelihood  of  the
continuation  of  the  present  federal  income  tax  laws  or  of  the  current
interpretation  by the IRS.  Moreover,  no attempt has been made to consider any
applicable state or other tax laws.

The Contract may be purchased on a non-qualified  basis or purchased and used in
connection  with plans  qualifying  for favorable tax  treatment.  The Qualified
Contract  is  designed  for  use by  individuals  whose  purchase  payments  are
comprised  solely of proceeds from and/or  contributions  under retirement plans
which are intended to qualify as plans  entitled to special income tax treatment
under Sections 401(a), 403(b), 408, 408A or 457 of the Code. The ultimate effect
of  federal  income  taxes on the  amounts  held  under a  Contract,  or annuity
payments,  and on the  economic  benefit to the  Owner,  the  Annuitant,  or the
Beneficiary  depends on the type of retirement  plan, on the tax and  employment
status  of the  individual  concerned,  and  on the  Company's  tax  status.  In
addition,  certain  requirements  must be  satisfied  in  purchasing a Qualified
Contract  with proceeds from a  tax-qualified  plan and receiving  distributions
from  a  Qualified  Contract  in  order  to  continue  receiving  favorable  tax
treatment.  Therefore,  purchasers of Qualified  Contracts should seek competent
legal  and  tax  advice  regarding  the  suitability  of a  Contract  for  their
situation, the applicable requirements,  and the tax treatment of the rights and
benefits  of  a  Contract.  The  following  discussion  assumes  that  Qualified
Contracts are purchased with proceeds from and/or contributions under retirement
plans that qualify for the intended special federal income tax treatment.

Tax Status of the Contract

Diversification Requirements.  Section 817(h) of the Code provides that separate
account  investment  underlying a contract must be "adequately  diversified"  in
accordance with Treasury  regulations in order for the contract to qualify as an
annuity  contract  under Section 72 of the Code. The Variable  Account,  through
each underlying Fund,  intends to comply with the  diversification  requirements
prescribed in regulations under Section 817(h) of the Code, which affect how the
assets in the various Subaccounts may be invested. Although the Company does not
have direct  control over the Funds in which the Variable  Account  invests,  we
believe that each Fund in which the  Variable  Account owns shares will meet the
diversification requirements,  and therefore, the Contract will be treated as an
annuity contract under the Code.

Owner Control.  In certain  circumstances,  owners of variable annuity contracts
may be considered the owners, for federal income tax purposes,  of the assets of
the separate  account used to support their contracts.  In those  circumstances,
income and gains from the separate  account  assets would be  includable  in the
variable annuity contract owner's gross income.  The IRS has stated in published
rulings that a variable  contract owner will be considered the owner of separate
account assets if the contract owner  possesses  incidents of ownership in those
assets,  such as the ability to exercise investment control over the assets. The
Treasury  Department  has also  announced,  in  connection  with the issuance of
regulations  concerning investment  diversification,  that those regulations "do
not provide guidance  concerning the  circumstances in which investor control of
the investments of a segregated  asset account may cause the investor (i.e., the
contract owner),  rather than the insurance company,  to be treated as the owner
of the assets in the account." This announcement also states that guidance would
be issued by way of regulations or rulings on the "extent to which policyholders
may direct their investments to particular  subaccounts without being treated as
owners of the underlying assets."

The  ownership  rights  under the  Contracts  are similar to, but  different  in
certain  respects  from,  those  described by the IRS in rulings in which it was
determined that  contractowners  were not owners of separate account assets. For
example,  the Owner of a Contract has the choice of one or more  Subaccounts  in
which to allocate Net Purchase Payments and Contract Values,  and may be able to
transfer  among  Subaccounts  more  frequently  than  in  such  rulings.   These
differences could result in an Owner being treated as the Owner of the assets of
the Variable Account. In addition, the Company does not know what standards will
be set  forth,  if  any,  in the  regulations  or  rulings  which  the  Treasury
Department has stated it expects to issue.  The Company  therefore  reserves the
right to modify the  Contract as  necessary  to attempt to prevent the  contract
owner from being considered the Owner of the assets of the Variable Account.

Required  Distributions.  In order to be  treated  as an  annuity  contract  for
federal   income  tax   purposes,   Section  72(s)  of  the  Code  requires  any
Non-Qualified  Contract to provide  that:  (a) if any owner dies on or after the
annuity date but prior to the time the entire  interest in the contract has been
distributed, the remaining portion of such interest will be distributed at least
as rapidly as under the method of distribution being used as of the date of that
owner's  death;  and (b) if any owner dies prior to the annuity date, the entire
interest in the contract will be distributed within five years after the date of
the owner's death.  These  requirements  will be considered  satisfied as to any
portion of the  owner's  interest  which is  payable to or for the  benefit of a
"designated  beneficiary"  and  which  is  distributed  over  the  life  of such
annuitant  or over a period not  extending  beyond the life  expectancy  of that
annuitant,  provided  that  such  distributions  begin  within  one year of that
owner's death. The owner's "designated  beneficiary" is the person designated by
such owner as an  annuitant  and to whom  ownership  of the  contract  passes by
reason  of  death  and  must  be a  natural  person.  However,  if  the  owner's
"designated annuitant" is the surviving spouse of the owner, the contract may be
continued with the surviving spouse as the new owner.

The Non-Qualified Contracts contain provisions which are intended to comply with
the  requirements  of  Section  72(s)  of  the  Code,  although  no  regulations
interpreting  these  requirements  have yet been issued.  The Company intends to
review such  provisions  and modify them if necessary to assure that they comply
with the  requirements  of Code Section  72(s) when  clarified by  regulation or
otherwise.

Other rules may apply to Qualified Contracts.

Taxation of Annuities

The  following  discussion  assumes that the  Contracts  will qualify as annuity
contracts for federal income tax purposes.

In General. Section 72 of the Code governs taxation of annuities in general. The
Company believes that an Owner who is a natural person is not taxed on increases
in the value of a Contract until distribution  occurs by withdrawing all or part
of the Contract Value (e.g.,  partial  withdrawals and surrenders) or as annuity
payments under the payment option  elected.  For this purpose,  the  assignment,
pledge,  or agreement to assign or pledge any portion of the Contract Value (and
in the case of a Qualified Contract, any portion of an interest in the qualified
plan)  generally  will be treated as a  distribution.  The taxable  portion of a
distribution  (in the form of a single sum payment or payment option) is taxable
as ordinary income.

Any annuity contract owner who is not a natural person generally must include in
income any increase in the excess of the Contract Value over the  "investment in
the contract"  during the taxable year.  There are some exceptions to this rule,
and a prospective  Owner that is not a natural  person may wish to discuss these
with a competent tax adviser.

The  following  discussion  generally  applies  to  Contracts  owned by  natural
persons.

Partial  Withdrawals.  In the  case of a  partial  withdrawal  from a  Qualified
Contract,  under  Section  72(e) of the Code,  a ratable  portion  of the amount
received  is taxable,  generally  based on the ratio of the  "investment  in the
contract"  to the  participant's  total  accrued  benefit or  balance  under the
retirement plan. The "investment in the contract"  generally equals the portion,
if any, of any purchase  payments paid by or on behalf of the individual under a
Contract  which  were not  excluded  from the  individual's  gross  income.  For
Contracts  issued in connection  with qualified  plans,  the  "investment in the
contract"  can  be  zero.  Special  tax  rules  may  be  available  for  certain
distributions from Qualified Contracts.

In the case of a partial withdrawal  (including  systematic  withdrawals) from a
Non-Qualified Contract,  under Section 72(e), any amounts received are generally
first  treated  as  taxable  income  to  the  extent  that  the  Contract  Value
immediately  before  the  partial  withdrawal  exceeds  the  "investment  in the
contract" at that time. Any  additional  amount  withdrawn is not taxable.  With
respect to a Non-Qualified  Contract,  partial withdrawals are generally treated
as taxable income to the extent that the Contract Value  immediately  before the
withdrawal  exceeds the  "investment in the contract" at that time. The Contract
Value  immediately  before a partial  withdrawal may have to be increased by any
positive  interest  adjustment  which results from such a withdrawal.  There is,
however,  no  definitive  guidance  on the  proper  tax  treatment  of  interest
adjustments,  and the Owner should  contact a competent tax adviser with respect
to the potential tax  consequences  of an interest  adjustment.  Surrenders  are
treated as taxable  income to the extent  that the amount  received  exceeds the
investment in the contract.

In the case of a full surrender under a Qualified or Non-Qualified Contract, the
amount  received  generally  will be taxable  only to the extent it exceeds  the
"investment in the contract."

Section  1035 of the  Code  generally  provides  that no gain or loss  shall  be
recognized  on the exchange of one annuity  contract for another.  Special rules
and procedures apply to Section 1035 transactions. Prospective Owners wishing to
take advantage of Section 1035 should consult their tax adviser.

Annuity  Payments.  Tax  consequences  may vary  depending on the payment option
elected under an annuity contract.  Generally,  under Code Section 72(b), (prior
to recovery of the  investment in the Contract)  taxable income does not include
that part of any amount  received as an annuity  under an annuity  contract that
bears the same ratio to such amount as the  investment in the contract  bears to
the expected return at the annuity starting date. For variable annuity payments,
the taxable  portion is generally  determined by an equation that  establishes a
specific  dollar amount of each payment that is not taxed.  The dollar amount is
determined by dividing the  "investment  in the contract" by the total number of
expected periodic  payments.  However,  the entire  distribution will be taxable
once the recipient has recovered the dollar amount of his or her  "investment in
the contract." For fixed annuity  payments,  in general,  there is no tax on the
portion of each payment which  represents the same ratio that the "investment in
the contract" bears to the total expected value of the annuity  payments for the
term of the payments;  however, the remainder of each annuity payment is taxable
until the recovery of the  investment in the contract,  and  thereafter the full
amount of each annuity payment is taxable.  If death occurs before full recovery
of the investment in the contract, the unrecovered amount may be deducted on the
Annuitant's final tax return.

Taxation of Death Benefit  Proceeds.  Amounts may be distributed from a Contract
because of the death of the Owner or  Annuitant.  Generally,  such  amounts  are
includable in the income of the recipient as follows:  (i) if  distributed  in a
lump sum, they are taxed in the same manner as a full  surrender of the contract
or (ii) if distributed under a payment option, they are taxed in the same way as
annuity payments.

Penalty Tax on Certain Withdrawals.  In the case of a distribution pursuant to a
Non-Qualified Contract,  there may be imposed a federal penalty tax equal to 10%
of the amount  treated as  taxable  income.  In  general,  however,  there is no
penalty on distributions:

     (1)  made on or after the taxpayer reaches age 59 1/2;

     (2)  made on or after the death of the  holder  (or if the holder is not an
          individual, the death of the primary Annuitant);

     (3)  attributable to the taxpayer's becoming disabled;

     (4)  as part of a series of substantially  equal periodic payments not less
          frequently  than  annually  for the life (or life  expectancy)  of the
          taxpayer  or the  joint  lives  (or joint  life  expectancies)  of the
          taxpayer and the designated Beneficiary;

     (5)  made under  certain  annuities  issued in connection  with  structured
          settlement agreements; and

     (6)  made  under  an  annuity  contract  that is  purchased  with a  single
          purchase  payment  when the Annuity  Date is no later than a year from
          purchase of the annuity and substantially  equal periodic payments are
          made not less  frequently  than  annually  during the annuity  payment
          period.

Other  tax  penalties  may  apply to  certain  distributions  under a  Qualified
Contract.

Possible Changes in Taxation.  Although the likelihood of legislative  change is
uncertain,  there  is  always  the  possibility  that the tax  treatment  of the
Contracts  could  change  by  legislation  or other  means.  For  instance,  the
President's 1999 Budget Proposal recommended legislation that, if enacted, would
adversely modify the federal taxation of the Contracts. It is also possible that
any change could be  retroactive  (that is,  effective  prior to the date of the
change).  A  tax  adviser  should  be  consulted  with  respect  to  legislative
developments and their effect on the Contract.

Transfers, Assignments or Exchanges of a Contract

A transfer of ownership of a Contract, the designation of an Annuitant, Payee or
other  Beneficiary  who is not also the Owner,  the selection of certain Annuity
Dates or the  exchange of a Contract may result in certain tax  consequences  to
the Owner that are not discussed herein. An Owner contemplating any such actions
should  contact a  competent  tax  adviser  with  respect to the  potential  tax
effects.

Withholding

Distributions  from  Contracts  generally  are  subject to  withholding  for the
Owner's federal income tax liability.  The withholding  rate varies according to
the type of distribution and the Owner's tax status.  The Owner will be provided
the opportunity to elect to not have tax withheld from distributions.

"Eligible rollover  distributions"  from section 401(a) plans and section 403(b)
tax-sheltered   annuities  are  subject  to  a  mandatory   federal  income  tax
withholding of 20%. An eligible rollover  distribution is the taxable portion of
any  distribution  from  such a  plan,  except  certain  distributions  such  as
distributions required by the Code or distributions in a specified annuity form.
The 20%  withholding  does not apply,  however,  if the Owner  chooses a "direct
rollover" from the plan to another tax-qualified plan or IRA.

Multiple Contracts

All non-qualified  deferred annuity Contracts that are issued by the Company (or
its  affiliates)  to the same Owner during any calendar  year are treated as one
annuity  Contract for purposes of  determining  the amount  includable  in gross
income under Section 72(e).  In addition,  the Treasury  Department has specific
authority  to issue  regulations  that prevent the  avoidance  of Section  72(e)
through the serial purchase of annuity contracts or otherwise. There may also be
other situations in which the Treasury may conclude that it would be appropriate
to  aggregate  two or  more  annuity  Contracts  purchased  by the  same  Owner.
Accordingly,  a contract  owner should  consult a competent  tax adviser  before
purchasing more than one annuity Contract.

Taxation of Qualified Plans

The Contracts are designed for use with several  types of qualified  plans.  The
tax rules  applicable to participants in these qualified plans vary according to
the type of plan and the  terms  and  conditions  of the  plan  itself.  Special
favorable tax treatment may be available for certain types of contributions  and
distributions.  Adverse tax consequences may result from contributions in excess
of  specified  limits;  distributions  prior to age 59 1/2  (subject  to certain
exceptions);  distributions  that do not conform to specified  commencement  and
minimum distribution rules; and in other specified circumstances.  Therefore, no
attempt is made to provide  more than general  information  about the use of the
Contracts with the various types of qualified retirement plans.  Contractowners,
the Annuitants, and Beneficiaries are cautioned that the rights of any person to
any benefits under these qualified  retirement plans may be subject to the terms
and conditions of the plans  themselves,  regardless of the terms and conditions
of the Contract,  but the Company shall not be bound by the terms and conditions
of such  plans to the extent  such terms  contradict  the  Contract,  unless the
Company  consents.  Some retirement  plans are subject to distribution and other
requirements   that   are  not   incorporated   into  the   Company's   Contract
administration  procedures.  Brief  descriptions  follow of the various types of
qualified retirement plans in connection with a Contract. The Company will amend
the Contract as necessary to conform it to the requirements of such plans.

For qualified  plans under Section  401(a),  403(a),  403(b),  and 457, the Code
requires that  distributions  generally must commence no later than the later of
April 1 of the calendar year  following the calendar year in which the Owner (or
plan participant) (i) reaches age 70 1/2 or (ii) retires,  and must be made in a
specified  form or manner.  If the plan  participant  is a "5 percent owner" (as
defined in the Code),  distributions  generally must begin no later than April 1
of the calendar  year  following  the calendar  year in which the Owner (or plan
participant)   reaches  age  70  1/2.   For  IRAs   described  in  Section  408,
distributions  generally  must commence no later tan the later of April 1 of the
calendar  year  following  the  calendar  year  in  which  the  Owner  (or  plan
participant) reaches age 70 1/2.

Corporate Pension and Profit Sharing Plans and H.R. 10 Plans.  Section 401(a) of
the Code permits  corporate  employers to establish  various types of retirement
plans for employees,  and permits  self-employed  individuals to establish these
plans for themselves and their employees.  These retirement plans may permit the
purchase of the  Contracts to  accumulate  retirement  savings  under the plans.
Adverse tax or other legal  consequences  to the plan, to the  participant or to
both may result if this Contract is assigned or transferred to any individual as
a means to provide  benefit  payments,  unless the plan  complies with all legal
requirements  applicable  to such  benefits  prior to transfer of the  Contract.
Employers  intending to use the Contract  with such plans should seek  competent
advice.

The Contract  includes a Death Benefit that in some cases may exceed the greater
of the  purchase  payments or the Contract  Value.  The Death  Benefit  could be
characterized  as an incidental  benefit,  the amount of which is limited in any
pension or  profit-sharing  plan.  Because  the Death  Benefit  may exceed  this
limitation,  employers  using the Contract in connection  with such plans should
consult their tax adviser.

Individual  Retirement  Annuities.  Section  408 of the  Code  permits  eligible
individuals  to  contribute  to an  individual  retirement  program  known as an
"Individual  Retirement  Annuity" or "IRA." IRA  contributions  are limited each
year to the lesser of $2,000 or 100% of the Owner's  adjusted  gross  income and
may be  deductible  in whole or in part  depending on the  individual's  income.
Distributions  from certain  other types of  qualified  plans,  however,  may be
"rolled over" on a tax-deferred  basis into an IRA without regard to this limit.
Earnings in an IRA are not taxed  while held in the IRA.  All amounts in the IRA
(other than  nondeductible  contributions)  are taxed when  distributed from the
IRA.  Distributions  prior to age 59 1/2 (unless certain  exceptions  apply) are
also subject to a 10% penalty  tax.  Sales of the Contract for use with IRAs may
be subject to special requirements of the Internal Revenue Service. The Internal
Revenue Service has not reviewed the Contract for  qualification  as an IRA, and
has not addressed in a ruling of general  applicability  whether a death benefit
provision such as the provision in the Contract comports with IRA qualifications
requirements.

Roth IRAs.  Effective January 1, 1998,  Section 408A of the Code permits certain
eligible  individuals to contribute to a Roth IRA.  Contributions to a Roth IRA,
which are subject to certain limitations, are not deductible and must be made in
cash or as a rollover or transfer from another Roth IRA or other IRA. A rollover
from or  conversion  of an IRA to a Roth  IRA may be  subject  to tax and  other
special rules may apply.  You should consult a tax adviser before  combining any
converted  amounts with any other Roth IRA  contributions,  including  any other
conversion amounts from other tax years. Distributions from a Roth IRA generally
are not taxed, except that, once aggregate distributions exceed contributions to
the Roth IRA, income tax and a 10% penalty tax may apply to  distributions  made
(1) before age 59 1/2  (subject  to certain  exceptions)  or (2) during the five
taxable years starting with the year in which the first  contribution is made to
the Roth IRA.

Simplified  Employee  Pension (SEP) IRAs.  Employers  may  establish  Simplified
Employee   Pension  (SEP)  IRAs  under  Code  section   408(k)  to  provide  IRA
contributions  on behalf of their  employees.  In addition to all of the general
Code rules governing  IRAs, such plans are subject to certain Code  requirements
regarding participation and amounts of contributions.

Tax Sheltered Annuities.  Section 403(b) of the Code allows employees of certain
Section  501(c)(3)  organizations and public schools to exclude from their gross
income the purchase  payments paid,  within certain  limits,  on a Contract that
will provide an annuity for the employee's  retirement.  These purchase payments
may be subject to FICA (Social Security) taxes. Owners of certain Section 403(b)
annuities  may receive  Contract  loans.  Contract  loans that  satisfy  certain
requirements  with  respect to loan  amount  and  repayment  are not  treated as
taxable  distributions.  If  these  requirements  are not  satisfied,  or if the
Contract  terminates  while a loan is  outstanding,  the  loan  balance  will be
treated as a taxable  distribution  and may be subject to penalty  tax,  and the
treatment of the Contract under Section 403(b) may be adversely affected. Owners
should seek  competent  advice before  requesting a Contract  loan. The Contract
includes  a Death  Benefit  that in some  cases may  exceed  the  greater of the
Purchase   Payments  or  the  Contract   Value.   The  Death  Benefit  could  be
characterized  as an incidental  benefit,  the amount of which is limited in any
tax-sheltered annuity under section 403(b). Because the Death Benefit may exceed
this  limitation,  employers  using the Contract in  connection  with such plans
should consult their tax adviser.

Certain  Deferred  Compensation  Plans.  Code  Section 457  provides for certain
deferred  compensation plans. These plans may be offered with respect to service
for state governments,  local  governments,  political  subdivisions,  agencies,
instrumentalities  and  certain  affiliates  of such  entities,  and  tax-exempt
organizations.  These plans are subject to various restrictions on contributions
and  distributions.  The plans may permit  participants  to specify  the form of
investment for their deferred  compensation account. In general, all investments
are  owned by the  sponsoring  employer  and are  subject  to the  claims of the
general  creditors of the  employer.  Depending  on the terms of the  particular
plan,  the  employer  may be entitled to draw on deferred  amounts for  purposes
unrelated  to  its  Section  457  plan  obligations.  In  general,  all  amounts
distributed  under a Section  457 plan are  taxable  and are  subject to federal
income tax withholding as wages.

Possible Charge for the Company's Taxes

At the present  time,  the Company  makes no charge to the  Subaccounts  for any
Federal, state, or local taxes that the Company incurs which may be attributable
to such Subaccounts or the Contracts. The Company,  however,  reserves the right
in the  future  to make a  charge  for any such  tax or  other  economic  burden
resulting from the application of the tax laws that it determines to be properly
attributable to the Subaccounts or to the Contracts.

Other Tax Consequences

As noted above, the foregoing  comments about the Federal tax consequences under
these Contracts are not exhaustive,  and special rules are provided with respect
to other tax situations not discussed in this Prospectus.  Further,  the Federal
income tax consequences discussed herein reflect the Company's  understanding of
current law and the law may change.  Federal  estate and state and local estate,
inheritance and other tax  consequences of ownership or receipt of distributions
under a  Contract  depend  on the  individual  circumstances  of each  Owner  or
recipient of the  distribution.  A competent tax adviser should be consulted for
further information.

                          DISTRIBUTION OF THE CONTRACTS

The Contracts will be offered to the public on a continuous  basis.  The Company
does not anticipate  discontinuing  the offering of the Contracts,  but reserves
the right to discontinue the offering.  Applications for Contracts are solicited
by agents who are licensed by applicable state insurance authorities to sell the
Company's variable annuity Contracts and who are also registered representatives
of  CUNA  Brokerage  or  broker-dealers  having  selling  agreements  with  CUNA
Brokerage or broker-dealers  having selling agreements with such broker-dealers.
CUNA  Brokerage  is an indirect  wholly-owned  subsidiary  of CUNA Mutual and is
registered  with  the  SEC  under  the  Securities  Exchange  Act of  1934  as a
broker-dealer and is a member of the National Association of Securities Dealers,
Inc.

CUNA Brokerage acts as the principal underwriter,  as defined in the Act, of the
Contracts for the Variable Account pursuant to an underwriting agreement between
the Company and CUNA  Brokerage.  CUNA  Brokerage  is not  obligated to sell any
specific number of Contracts.  CUNA Brokerage maintains an Office of Supervisory
Jurisdiction  at the same address as the  Company.  CUNA  Brokerage's  principal
business address is the same as that of CUNA Mutual.

The Company may pay sales commissions to broker-dealers up to an amount equal to
6% of the purchase  payments  paid under a Contract.  These  broker-dealers  are
expected to  compensate  sales  representatives  in varying  amounts  from these
commissions.  The  Company  also may pay  other  distribution  expenses  such as
agents' insurance and pension benefits, agency expense allowances,  and overhead
attributable to distribution. In addition, the Company may from time to time pay
or  allow  additional  promotional  incentives  in the  form of  cash  or  other
compensation.  These  distribution  expenses  do not  result  in any  additional
charges under the Contracts that are not described under CHARGES AND DEDUCTIONS.

                                LEGAL PROCEEDINGS

   
The Company  and its  subsidiaries,  like other life  insurance  companies,  are
involved in lawsuits,  including class action lawsuits. In some class action and
other lawsuits involving  insurers,  substantial damages have been sought and/or
material  settlement  payments  have been  made.  Although  the  outcome  of any
litigation cannot be predicted with certainty,  the Company believes that at the
present time there are not pending or threatened  lawsuits  that are  reasonably
likely to have a material adverse impact on the Separate Account or the Company.
    

                             PREPARING FOR YEAR 2000

   
Like all financial  service  providers,  the Company and its affiliates  utilize
systems that may be affected by Year 2000  transition  issues,  and they rely on
service providers,  including  administrators and investment managers, that also
may be affected.  The Company and its affiliates have developed,  and are in the
process of implementing, a Year 2000 readiness plan, and are confirming that its
service  providers are also so engaged.  The resources that are being devoted to
this effort are substantial.  It is difficult to predict with precision  whether
the amount of resources ultimately devoted, or the outcome of these efforts will
have a negative impact on the Company or its affiliates. However, as of the date
of this prospectus,  it is not anticipated that Owners will experience  negative
effects  on  their  investment,  or on their  services  provided  in  connection
therewith, as a result of Year 2000 readiness implementation.  As of the date of
this  prospectus,  the  Company  and its  affiliates  believe  that all of their
critical  systems are Year 2000 ready,  but there can be no  assurance  that the
Company was successful,  or that interaction  with other service  providers will
not impair the Company's or its  affiliates'  services at that time. The Company
will be testing the  remainder  of its systems  throughout  1999,  and will have
continuity  plans in place  designed  to minimize  the impact of any  unforeseen
failures.
    

                                  VOTING RIGHTS

In  accordance  with its view of current  applicable  law, the Company will vote
Fund shares  held in the  Variable  Account at regular  and special  shareholder
meetings of the Funds in  accordance  with  instructions  received  from persons
having voting interests in the corresponding Subaccounts.  If, however, the 1940
Act  or  any  regulation  thereunder  should  be  amended,  or  if  the  present
interpretation  thereof should change, or the Company otherwise  determines that
it is allowed to vote the shares in its own right, it may elect to do so.

The number of votes that an Owner or Annuitant has the right to instruct will be
calculated  separately  for each  Subaccount  of the Variable  Account,  and may
include  fractional  votes.  Prior to the Annuity  Date, an Owner holds a voting
interest in each Subaccount to which the Contract Value is allocated.  After the
Annuity Date, the Annuitant has a voting  interest in each Subaccount from which
variable annuity payments are made.

For each  Owner,  the  number  of votes  attributable  to a  Subaccount  will be
determined by dividing the Contract Value  attributable to that Owner's Contract
in that  Subaccount  by the net asset  value per share of the Fund in which that
Subaccount  invests.  For each Annuitant,  the number of votes attributable to a
Subaccount  will be determined  by dividing the  liability  for future  variable
annuity  payments  to be paid from that  Subaccount  by the net asset  value per
share of the Fund in which that  Subaccount  invests.  This liability for future
payments  is  calculated  on the basis of the  mortality  assumptions,  the 3.5%
assumed  investment rate used in determining the number of Annuity Units of that
Subaccount  credited to the  Annuitant's  Contract and the Annuity Unit value of
that Subaccount on the date that the number of votes is determined.  As variable
annuity  payments are made to the Annuitant,  the liability for future  payments
decreases as does the number of votes.

The number of votes  available to an Owner or Annuitant will be determined as of
the  date  coincident  with  the date  established  by the Fund for  determining
shareholders   eligible  to  vote  at  the   relevant   meeting  of  the  Fund's
shareholders.  Voting  instructions  will be solicited by written  communication
prior to such meeting in accordance  with  procedures  established for the Fund.
Each Owner or Annuitant  having a voting  interest in a Subaccount  will receive
proxy materials and reports  relating to any meeting of shareholders of the Fund
in which that Subaccount invests.

Fund shares for which no timely instructions are received and shares held by the
Company  in a  Subaccount  for  which  no Owner or  Annuitant  has a  beneficial
interest  will be voted in  proportion  to the  voting  instructions  which  are
received with respect to all Contracts participating in that Subaccount.  Voting
instructions  to  abstain on any item to be voted upon will be applied to reduce
the total number of votes eligible to be cast on a matter.

                                COMPANY HOLIDAYS

   
The Company is closed on the  following  holidays:  (1)  Thanksgiving  Day,  (2)
Christmas Day, (3) New Year's Day, and (4) Independence Day.
    

The  Company  is closed  on the day  itself if those  days fall  Monday  through
Friday, the day immediately preceding if those days fall on a Saturday,  and the
day immediately following if those days fall on a Sunday.

                              FINANCIAL STATEMENTS

The audited financial  statements of the Variable Annuity Account as of December
31,  1998,  including  a statement  of assets and  liabilities,  a statement  of
operations for the year then ended, a statement of changes in net assets for the
years ended December 31, 1998, and 1997, and accompanying notes, are included in
the Statement of Additional Information.

The statutory basis statements of admitted assets, liabilities,  and surplus for
the Company as of December 31, 1998, and 1997, and the related  statutory  basis
statements of operations,  changes in unassigned surplus, and cash flows for the
years ended  December  31,  1998,  1997,  and 1996,  as well as the  Independent
Auditors' Report are contained in the Statement of Additional Information.
<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS

   
ADDITIONAL CONTRACT PROVISIONS.................................................1
         The Contract..........................................................1
         Incontestability......................................................1
         Misstatement of Age or Sex............................................1
         Participation.........................................................1
    

PRINCIPAL UNDERWRITER..........................................................1

   
CALCULATION OF YIELDS AND TOTAL RETURNS........................................1
         Money Market Subaccount Yields........................................1
         Other Subaccount Yields...............................................3
         Average Annual Total Returns..........................................4
         Other Total Returns...................................................6
         Effect of the Annual Contract Fee on Performance Data.................7

VARIABLE ANNUITY PAYMENTS......................................................7
         Assumed Investment Rate...............................................7
         Amount of Variable Annuity Payments...................................8
         Annuity Unit Value....................................................8

TERMINATION OF PARTICIPATION AGREEMENTS........................................9
         T. Rowe Price International Series, Inc...............................9
         MFS Variable Insurance Trust.........................................10
         Oppenheimer Variable Account Funds...................................10
         Templeton Variable Products Series Fund..............................10

LEGAL MATTERS.................................................................10

EXPERTS.......................................................................11

OTHER INFORMATION.............................................................11

FINANCIAL STATEMENTS..........................................................11

CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT.....................................12

CUNA MUTUAL LIFE INSURANCE COMPANY............................................24
    

You may obtain a copy of the Statement of Additional  Information free of charge
by  writing to or calling us at the  address or  telephone  number  shown at the
beginning of this Prospectus.
<PAGE>
                       STATEMENT OF ADDITIONAL INFORMATION

                       CUNA Mutual Life Insurance Company
                                2000 Heritage Way
                               Waverly, Iowa 50677
                                 (800) 798-5500

                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT

         Individual Flexible Premium Deferred Variable Annuity Contract

This Statement of Additional Information contains additional information to that
already provided in the Prospectus for the individual  flexible premium deferred
variable annuity contract (the "Contract") offered by CUNA Mutual Life Insurance
Company (the "Company").

This Statement of Additional  Information is not a Prospectus,  and it should be
read only in conjunction with Prospectuses for the following:

          1.   Contract;
          2.   Ultra Series Fund;
          3.   T. Rowe Price International Series, Inc.;
          4.   MFS(R)  Variable   Insurance  TrustSM  ("MFS  Variable  Insurance
               Trust");
          5.   Oppenheimer Variable Account Funds; and
          6.   Templeton Variable Products Series Fund.

The  Prospectus  for the  Contract  is  dated  the  same as  this  Statement  of
Additional Information.  You may obtain a copy of the Prospectuses by writing or
calling us at our address or phone number shown above.


                                   May 1, 1999
<PAGE>
                                TABLE OF CONTENTS


ADDITIONAL CONTRACT PROVISIONS................................................1

         The Contract.........................................................1
         Incontestability.....................................................1
         Misstatement of Age or Sex...........................................1
         Participation........................................................1

PRINCIPAL UNDERWRITER.........................................................1

CALCULATION OF YIELDS AND TOTAL RETURNS.......................................1
   
         Money Market Subaccount Yields.......................................1
         Other Subaccount Yields..............................................3
         Average Annual Total Returns.........................................4
         Other Total Returns..................................................6
         Effect of the Annual Contract Fee on Performance Data................7

VARIABLE ANNUITY PAYMENTS.....................................................7

         Assumed Investment Rate..............................................7
         Amount of Variable Annuity Payments..................................8
         Annuity Unit Value...................................................8

TERMINATION OF PARTICIPATION AGREEMENTS.......................................9

         T. Rowe Price International Series, Inc..............................9
         MFS Variable Insurance Trust........................................10
         Oppenheimer Variable Account Funds..................................10
         Templeton Variable Products Series Fund.............................10

LEGAL MATTERS................................................................10

EXPERTS......................................................................11

OTHER INFORMATION............................................................11

FINANCIAL STATEMENTS.........................................................11

CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT....................................12

CUNA MUTUAL LIFE INSURANCE COMPANY...........................................24
    
<PAGE>
                         ADDITIONAL CONTRACT PROVISIONS

The Contract

The  application,  endorsements  and all other  attached  papers are part of the
Contract.  The statements made in the application  are  representations  and not
warranties.  The Company will not use any  statement in defense of a claim or to
void the Contract unless it is contained in the application.

Incontestability

The Company will not contest the Contract.

Misstatement of Age or Sex

If the age or sex (if  applicable)  of the  Annuitant  has been  misstated,  the
amount which will be paid is that which the proceeds would have purchased at the
correct age and sex (if applicable).

Participation

The  Contract  may  participate  in the  Company's  divisible  surpluses  but no
dividends  are expected to be paid.  Any  dividends  paid after the Annuity Date
would be paid with each annuity payment.

                              PRINCIPAL UNDERWRITER
   
CUNA Brokerage Services, Inc., ("CUNA Brokerage"),  an affiliate of CUNA Mutual,
is the principal underwriter of the variable annuity contracts described herein.
The  offering of the  contract is  continuous.  CUNA Mutual does not  anticipate
discontinuing the offering of the Contract, but does reserve the right to do so.
CUNA Brokerage received and retained  $22,006,124 in 1998,  $18,675,904 in 1997,
$15,144,129  in 1996,  and  $5,709,829  in 1995, as  commissions  for serving as
principal underwriter of the variable annuity contracts.
    

                     CALCULATION OF YIELDS AND TOTAL RETURNS

From time to time, the Company may disclose  yields,  total  returns,  and other
performance data pertaining to the Contracts for a Subaccount.  Such performance
data  will  be  computed,  or  accompanied  by  performance  data  computed,  in
accordance with the standards defined by the SEC.

Money Market Subaccount Yields

From time to time,  advertisements  and sales  literature  may quote the current
annualized  yield of the Money  Market  Subaccount  for a seven-day  period in a
manner which does not take into  consideration  any realized or unrealized gains
or losses, or income other than investment income, on shares of the Ultra Series
Fund's Money Market Fund or on that Fund's portfolio securities.

This  current  annualized  yield  is  computed  by  determining  the net  change
(exclusive of realized gains and losses on the sale of securities and unrealized
appreciation  and  depreciation),  and exclusive of income other than investment
income at the end of the seven-day period in the value of a hypothetical account
under a Contract  having a balance of 1 unit of the Money Market  Subaccount  at
the  beginning of the period.  Then dividing such net change in account value by
the  value  of the  hypothetical  account  at the  beginning  of the  period  to
determine the base period  return,  and  annualizing  this quotient on a 365-day
basis.

The  net  change  in  account  value  reflects:  1) net  income  from  the  Fund
attributable to the hypothetical  account; and 2) charges and deductions imposed
under the Contract which are attributable to the hypothetical account.

The charges and  deductions  include the per unit  charges for the  hypothetical
account  for: 1) the annual  Contract  fee; 2) the  mortality  and expense  risk
charge; and (3) the asset-based administration charge.

For purposes of calculating  current yields for a Contract,  an average per unit
Contract fee is used based on the $30 annual Contract fee deducted at the end of
each  Contract  Year.  Current  Yield is  calculated  according to the following
formula:

         Current Yield = ((NCS - ES)/UV) X (365/7)

Where:

          NCS  = the net change in the value of the Money Market Fund (exclusive
               of  realized  gains  or  losses  on the  sale of  securities  and
               unrealized  appreciation  and  depreciation),  and  exclusive  of
               income  other than  investment  income for the  seven-day  period
               attributable  to a  hypothetical  account  having a balance  of 1
               Subaccount unit.

          ES   = per unit expenses  attributable to the hypothetical account for
               the seven-day period.

          UV   = the unit  value  for the  first  day of the  seven-day  period.

          Effective yield = (1 + ((NCS-ES)/UV)) 365/7 - 1

Where:

          NCS  = the net change in the value of the Money Market Fund (exclusive
               of  realized  gains  or  losses  on the  sale of  securities  and
               unrealized  appreciation  and  depreciation)  for  the  seven-day
               period attributable to a hypothetical account having a balance of
               1 Subaccount unit.

          ES   = per unit expenses  attributable to the hypothetical account for
               the seven-day period.

          UV   = the unit value for the first day of the seven-day period.

Because of the charges and deductions imposed under the Contract,  the yield for
the Money Market Subaccount is lower than the yield for the Money Market Fund.
   
The current and effective yields on amounts held in the Money Market  Subaccount
normally  fluctuate on a daily basis.  Therefore,  the  disclosed  yield for any
given past period is not an  indication  or  representation  of future yields or
rates of return.  The Money  Market  Subaccount's  actual  yield is  affected by
changes in interest rates on money market securities, average portfolio maturity
of the Money Market Fund, the types and quality of portfolio  securities held by
the Money Market Fund and the Money Market Fund's operating expenses.  Yields on
amounts held in the Money Market  Subaccount  may also be presented  for periods
other than a seven-day period.
    
Yield  calculations  do not take into  account the  surrender  charge  under the
Contract equal to 1% to 7% of certain  purchase  payments during the seven years
subsequent  to each payment  being made. A surrender  charge will not be imposed
upon surrender or partial  withdrawal in any Contract Year on an amount equal to
10% of the aggregate purchase payments subject to the surrender charge as of the
time of the first withdrawal or surrender in that Contract Year.

Other Subaccount Yields
   
From time to time,  sales  literature  or  advertisements  may quote the current
annualized  yield of one or more of the  Subaccounts  (except  the Money  Market
Subaccount) for a Contract for 30-day or one-month periods. The annualized yield
of a Subaccount  refers to income generated by the Subaccount during a 30-day or
one-month  period and is assumed to be  generated  each  period  over a 12-month
period.
    
The yield is computed by:

     1)   dividing the net  investment  income of the Fund  attributable  to the
          Subaccount units less Subaccount expenses for the period; by

     2)   the  maximum  offering  price  per unit on the last day of the  period
          times the daily average number of units outstanding for the period; by

     3)   compounding that yield for a six-month period; and by

     4)   multiplying that result by 2.

Expenses  attributable  to the Subaccount  include the annual  contract fee, the
asset-based administration charge and the mortality and expense risk charge. The
yield  calculation  assumes a contract fee of $30 per year per Contract deducted
at the end of each  Contract  Year.  For purposes of  calculating  the 30-day or
one-month  yield, an average contract fee based on the average Contract Value in
the Variable Account is used to determine the amount of the charge  attributable
to the Subaccount for the 30-day or one-month period.
The 30-day or one-month yield is calculated according to the following formula:

Yield    =        2 X (((NI - ES)/(U X UV) + 1)6 - 1)

Where:

     NI   = net  income of the  portfolio  for the  30-day or  one-month  period
          attributable to the Subaccount's units.

     ES   = expenses of the Subaccount for the 30-day or one-month period.

     U    = the average number of units outstanding.

     UV   = the unit value at the close  (highest) of the last day in the 30-day
          or one-month period.

Because of the charges and deductions imposed under the Contracts, the yield for
the Subaccount is lower than the yield for the corresponding Fund.

The yield on the amounts held in the Subaccounts  normally fluctuates over time.
Therefore, the disclosed yield for any given past period is not an indication or
representation of future yields or rates of return. A Subaccount's  actual yield
is  affected  by the types  and  quality  of  portfolio  securities  held by the
corresponding Fund and that Fund's operating expenses.

Yield  calculations  do not take into  account the  surrender  charge  under the
Contract equal to 1% to 7% of certain  purchase  payments during the seven years
subsequent  to each payment  being made. A surrender  charge will not be imposed
upon surrender or partial  withdrawal in any Contract Year on an amount equal to
10% of the aggregate purchase payments subject to the surrender charge as of the
time of the first withdrawal or surrender in that Contract Year.

Average Annual Total Returns

From time to time,  sales  literature or  advertisements  may also quote average
annual total returns for one or more of the  Subaccounts  for various periods of
time.

When a  Subaccount  or Fund  has  been in  operation  for 1,  5,  and 10  years,
respectively,  the  average  annual  total  return  for  these  periods  will be
provided.  Average annual total returns for other periods of time may, from time
to time, also be disclosed.

Standard  average annual total returns  represent the average annual  compounded
rates of return  that  would  equate an  initial  investment  of $1,000  under a
Contract to the redemption  value of that  investment as of the last day of each
of the  periods.  The  ending  date for  each  period  for  which  total  return
quotations  are  provided  will  be for the  most  recent  calendar  quarter-end
practicable,  considering  the type of the  communication  and the media through
which it is communicated.

Standard  average  annual total returns are  calculated  using  Subaccount  unit
values  which  the  Company  calculates  on  each  Valuation  Day  based  on the
performance  of  the  Subaccount's  underlying  Fund,  the  deductions  for  the
mortality  and  expense  risk  charge,   the  deductions  for  the   asset-based
administration  charge and the annual Contract fee. The calculation assumes that
the  Contract  fee is $30 per  year  per  Contract  deducted  at the end of each
Contract  year.  For purposes of  calculating  average  annual total return,  an
average per-dollar per-day Contract fee attributable to the hypothetical account
for the period is used. The calculation  also assumes  surrender of the Contract
at the end of the period for the return quotation.  Total returns will therefore
reflect a  deduction  of the  surrender  charge for any  period  less than eight
years. The total return is calculated according to the following formula:

     TR       =        ((ERV/P)1/N) - 1

Where:

     TR   = the average annual total return net of Subaccount recurring charges.

     ERV  = the ending redeemable value (net of any applicable surrender charge)
          of the hypothetical account at the end of the period.

     P    = a hypothetical initial payment of $1,000.

     N    = the number of years in the period.

Such average annual total return information for the Subaccounts is as follows:

                                   Period Since Inception
Subaccount                          6/1/94 to 12/31/98      12/31/97 to 12/31/98
   
Money Market                                  2.87%                 -2.80%
Bond                                          4.89%                 -1.68%
Balanced                                     11.45%                  5.42%
Growth and Income Stock                      19.66%                  9.93%
Capital Appreciation Stock                   20.49%                 12.81%
T. Rowe Price International Stock             7.71%                  7.84%
Global Governments                            3.45%                   .04%
Emerging Growth                              17.96%*                25.88%
Developing Markets                          -37.05%**              -28.53%
High Income                                   1.84%**               -7.51%

*  For the period May 1, 1996 through December 31, 1998.
** For the period May 1, 1997 through December 31, 1998.
***Effective  May 1,  1999 MFS has  changed the name of the MFS World Government
   Series to the MFS Global Government Series.

From time to time, sales literature or  advertisements  may quote average annual
total  returns  for  periods  prior  to the  date the  Variable  Account  or any
Subaccount commenced operations. The Money Market, Bond, Balanced, and Growth &
Income  Stock  Funds  commenced   operations  in  January,   1985.  The  Capital
Appreciation Stock Fund commenced operations in January, 1994. The T. Rowe Price
International  Stock Portfolio of the T. Rowe Price  International  Series, Inc.
commenced  operations in March,  1994.  The MFS(R) Global  Governments  SeriesSM
("MFS Global  Governments  Series") and MFS(R)  Emerging  Growth  SeriesSM ("MFS
Emerging  Growth  Series")  of  the  MFS  Variable   Insurance  Trust  commenced
operations in June,  1994, and July,  1995,  respectively.  The Oppenheimer High
Income Fund/VA ("Oppenheimer High Income Fund/VA") commenced operations in 1986.
The Templeton Developing Markets Fund commenced operations on March 4, 1996, and
began issuing Class 2 shares  ("Templeton  Developing Markets Fund: Class 2") on
May 1, 1997.
    

Performance  information  for the Subaccounts for periods prior to the inception
of the Variable  Account is  calculated  according  to the formula  shown on the
previous page, based on the performance of the Funds and the assumption that the
corresponding  Subaccounts  were in  existence  for the  same  periods  as those
indicated for the Funds,  with the level of Contract charges that were in effect
at the inception of the Subaccounts.

Such average annual total return information for the Subaccounts is as follows:

                              For the     For the     For the     For the period
                              1-year      5-year      10-Year     from date
                              period      period      period      of inception
                              ended       ended       ended       of fund to
Subaccount                    12/31/98    12/31/98    12/31/98    12/31/98

   
Money Market                    -2.8%      2.75%       3.58%         4.04%
Bond                           -1.68%      3.70%       6.15%         6.83%
Balanced                        5.42%     10.24%      10.16%        10.31%
Growth and Income Stock         9.93%     18.27%      15.08%        14.13%
Capital Appreciation Stock     12.81%     19.56%       N/A          19.56%
High Income                    -7.51%      6.51%      11.01%        10.55%
    

Other Total Returns

From time to time,  sales  literature or  advertisements  may also quote average
annual  total  returns  that do not  reflect  the  surrender  charge.  These are
calculated  in exactly the same way as average  annual total  returns  described
above,  except that the ending redeemable value of the hypothetical  account for
the period is  replaced  with an ending  value for the period that does not take
into account any charges on amounts surrendered or withdrawn.

Such average annual total return information for the Subaccounts is as follows:

                                   Period Since Inception
Subaccount                          6/1/94 to 12/31/98      12/31/97 to 12/31/98

   
Money Market                                   3.40%                  3.50%
Bond                                           5.39%                  4.62%
Balanced                                      11.84%                 11.72%
Growth and Income Stock                       19.96%                 16.23%
Capital Appreciation Stock                    20.79%                 19.11%
T. Rowe Price International Stock              8.16%                 14.14%
Global Governments                             3.97%                  6.34%
Emerging Growth                               19.23%*                32.18%
Developing Markets                           -32.74%**              -22.23%
High Income                                    5.00%**               -1.21%

*  For the period 5/1/96 through 12/31/98.
** For the period 5/1/97 through 12/31/98.
    

The chart below  corresponds  to the chart on the previous page showing  returns
for periods prior to the date the Variable Account commenced operations,  except
that the chart below does not reflect the surrender charge.

Such average annual total return information for the Subaccounts is as follows:

                              For the     For the     For the     For the period
                              1-year      5-year      10-Year     from date
                              period      period      period      of inception
                              ended       ended       ended       of fund to
Subaccount                    12/31/98    12/31/98    12/31/98    12/31/98

   
Money Market                    3.50%      3.23%       3.58%         4.04%
Bond                            4.62%      4.16%       6.15%         6.83%
Balanced                       11.72%     10.60%      10.16%        10.31%
Growth and Income Stock        16.23%     18.54%      15.08%        14.13%
Capital Appreciation Stock     19.11%     19.83%       N/A          19.83%
High Income                    -1.21%      6.93%      11.01%        10.55%
    

The  Company may  disclose  cumulative  total  returns in  conjunction  with the
standard  formats   described  above.  The  cumulative  total  returns  will  be
calculated using the following formula:

     CTR  = (ERV/P) - 1

Where:

     CTR  = The cumulative total return net of Subaccount  recurring charges for
          the period.

     ERV  = The ending  redeemable value of the  hypothetical  investment at the
          end of the period.

     P    = A hypothetical single payment of $1,000.

Effect of the Annual Contract Fee on Performance Data

The Contract  provides for a $30 annual Contract fee to be deducted  annually at
the end of each Contract Year, from the  Subaccounts  based on the proportion of
the Variable  Contract Value invested in each such  Subaccount.  For purposes of
reflecting  the Contract fee in yield and total  return  quotations,  the annual
charge is  converted  into a  per-dollar  per-day  charge  based on the  average
Variable Contract Value in the Variable Account of all Contracts on the last day
of the period for which quotations are provided.  The per-dollar per-day average
charge  will then be  adjusted  to reflect  the basis upon which the  particular
quotation is calculated.

                            VARIABLE ANNUITY PAYMENTS

Assumed Investment Rate

The discussion  concerning the amount of variable annuity payments which follows
this  section  is based on an  assumed  investment  rate of 3.5% per  year.  The
assumed  investment  rate is used merely in order to determine the first monthly
payment  per  thousand  dollars  of applied  value.  This rate does not bear any
relationship to the actual net investment  experience of the Variable Account or
of any Subaccount.

Amount of Variable Annuity Payments

The amount of the first variable  annuity  payment to a Payee will depend on the
amount  (i.e.,  the adjusted  Contract  Value,  the Surrender  Value,  the death
benefit)  applied to effect the variable annuity payment as of the Annuity Date,
the annuity payment option selected, and the age and sex (if, applicable) of the
Annuitant.  The Contracts  contain  tables  indicating  the dollar amount of the
first annuity  payment under each annuity payment option for each $1,000 applied
at various ages.  These tables are based upon the 1983 Table A  (promulgated  by
the Society of Actuaries) and an assumed investment rate of 3.5% per year.

The  portion  of the first  monthly  variable  annuity  payment  derived  from a
Subaccount is divided by the Annuity Unit value for that Subaccount  (calculated
as of the date of the first  monthly  payment).  The  number of such  units will
remain fixed during the annuity period, assuming the Payee makes no exchanges of
Annuity Units for Annuity Units of another Subaccount.

In any  subsequent  month,  for any Contract,  the dollar amount of the variable
annuity  payment  derived from each  Subaccount is determined by multiplying the
number of Annuity Units of that Subaccount  attributable to that Contract by the
value  of  such  Annuity  Unit at the end of the  Valuation  Period  immediately
preceding the date of such payment.

The Annuity Unit value will increase or decrease from one payment to the next in
proportion  to the  net  investment  return  of the  Subaccount  or  Subaccounts
supporting the variable annuity  payments,  less an adjustment to neutralize the
3.5% assumed investment rate referred to above. Therefore,  the dollar amount of
annuity  payments  after  the first  will vary with the  amount by which the net
investment  return of the  appropriate  Subaccounts is greater or less than 3.5%
per year.  For example,  for a Contract  using only one  Subaccount  to generate
variable  annuity  payments,  if that Subaccount has a cumulative net investment
return of 5% over a one year period,  the first annuity payment in the next year
will be  approximately  1 1/2%  greater than the payment on the same date in the
preceding year. If such net investment return is 1% over a one year period,  the
first annuity  payment in the next year will be  approximately  2 1/2 percentage
points less than the payment on the same date in the preceding  year.  (See also
"Variable Annuity Payments" in the Prospectus.)

Annuity Unit Value

The value of an Annuity Unit is calculated at the same time that the value of an
Accumulation  Unit is calculated and is based on the same values for Fund shares
and  other  assets  and  liabilities.  (See  "Variable  Contract  Value"  in the
Prospectus.) The Annuity Unit value for each Subaccount's first Valuation Period
was set at $100.  The Annuity Unit value for a Subaccount is calculated for each
subsequent  Valuation  Period by  dividing  (1) by (2),  then  multiplying  this
quotient by (3) and then multiplying the result by (4), where:

     (1)  is the Accumulation Unit value for the current Valuation Period;

     (2)  is the Accumulation Unit value for the immediately preceding Valuation
          Period;

     (3)  is the  Annuity  Unit value for the  immediately  preceding  Valuation
          Period; and

     (4)  is a special factor designed to compensate for the assumed  investment
          rate of 3.5% built into the table used to compute  the first  variable
          annuity payment.

The following illustrations show, by use of hypothetical examples, the method of
determining  the Annuity Unit value and the amount of several  variable  annuity
payments based on one Subaccount.
<TABLE>
<S>                                                                               <C>  
Illustration of Calculation of Annuity Unit Value
1.  Accumulation Unit value for current Valuation Period                          12.56
2.  Accumulation Unit value for immediately preceding Valuation Period            12.55
3.  Annuity Unit value for immediately preceding Valuation Period                103.41
4.  Factor to compensate for the assumed investment rate of 3.5%                   0.99990575
5.  Annuity Unit value of current Valuation Period ((1)/(2))x(3)x(4)             103.48

Illustration of Variable Annuity Payments
1.   Number of Accumulation Units at Annuity Date                              1,000.00
2.   Accumulation Unit value                                                     $18.00
3.   Adjusted Contract Value (1)x(2)                                         $18,000.00
4.   First monthly annuity payment per $1,000 of adjusted Contract Value          $5.63
5.   First monthly annuity payment (3)x(4),1,000                                $101.34
6.   Annuity Unit value                                                          $98.00
7.   Number of Annuity Units (5),(6)                                               1.034
8.   Assume Annuity Unit value for second month equal to                         $99.70
9.   Second monthly annuity payment (7)x(8)                                     $103.09
10.  Assume Annuity Unit value for third month equal to                          $95.30
11.  Third monthly annuity payment (7)x(10)                                      $98.54
</TABLE>

                     TERMINATION OF PARTICIPATION AGREEMENTS

The  participation  agreements  pursuant to which the Funds sell their shares to
the Variable  Account  contain varying  provisions  regarding  termination.  The
following summarizes those provisions:

T. Rowe Price International Series, Inc.

The agreement between the Company and T. Rowe Price  International  Series, Inc.
(and its principal  underwriter)  provides for  termination as it applies to any
Fund covered by the  agreement:  (1) by any party upon six months prior  written
notice to the other parties or in the event that (subject to certain conditions)
formal  proceedings are initiated  against any other party by the SEC or another
regulator or in the event that any other party suffers a material adverse change
in its  business,  operations,  financial  condition  or  prospects  or  suffers
material adverse publicity,  (2) by the Company upon Written Notice to the other
parties  if  shares  of the  Fund  are not  reasonably  available  to  meet  the
requirements  of  the  Contracts  or are  not  registered,  issued  or  sold  in
conformity  with applicable laws or such laws preclude the use of such shares as
investment  media for the  Contracts,  (3) by the Company upon Written Notice to
the  other  parties  in the  event  that the Fund  fails  to meet  certain  Code
requirements  described  in the  agreement,  (4) by T. Rowe Price  International
Series,  Inc. or its principal  underwriter  upon 45 days written  notice to the
Company,  and (5) by T. Rowe Price  International  Series, Inc. or its principal
underwriter  upon written  notice to the Company in the event that the Contracts
fail to meet certain Code requirements described in the agreement.

MFS Variable Insurance Trust

The  agreement  between the Company and MFS  Variable  Insurance  Trust (and its
investment  adviser)  provides for termination as it applies to any Fund covered
by the  agreement:  (1) by any party upon six months prior written notice to the
other  parties,  or in the event that  (subject  to certain  conditions)  formal
proceedings  are  initiated  against  any  other  party  by the  SEC or  another
regulator,  or  (subject  to certain  conditions)  in the event that the Company
should  substitute  shares of another  Fund for the Fund,  (2) by any party upon
written  notice to the other parties in the event that any other party suffers a
material  adverse  change in its business,  operations,  financial  condition or
prospects or suffers  material adverse  publicity,  or in the event that another
party  materially  breaches any provision of the  agreement,  (3) by the Company
upon prompt  written  notice to the other  parties if shares of the Fund are not
reasonably  available  to meet  the  requirements  of the  Contracts  or are not
appropriate  funding vehicles for the Contracts,  and (4) upon assignment of the
agreement  by any  party  unless  the  other  parties  agree in  writing  to the
assignment.

Oppenheimer Variable Account Funds

The agreement  between the Company and Oppenheimer  Variable  Account Funds (and
its  investment  adviser)  provides  for  termination  as it applies to any Fund
covered by the agreement:  (1) by any party upon six months prior written notice
to the other  parties,  or in the event that  (subject  to  certain  conditions)
formal  proceedings  are initiated  against any other party,  (2) by the Company
upon prompt  written  notice to the other  parties if shares of the Fund are not
reasonably  available  to meet  the  requirements  of the  Contracts  or are not
appropriate funding vehicles for the Contracts,  and (3) by Oppenheimer Variable
Account Funds upon six months written notice if it determines an  irreconcilable
material conflict cannot be remedied.

Templeton Variable Products Series Fund

Generally,  the agreement  between the Company and Templeton  Variable  Products
Series Fund (and its  principal  underwriter)  provides  for  termination  as it
applies to any Fund covered by the  agreement:  (1) by any party in its entirety
or with respect to one, some or all  portfolios or any reason by sixty (60) days
advance  written notice  delivered to the other  parties,  (2) by any party upon
written  notice to the other parties in the event that any other party suffers a
material  adverse  change in its business,  operations,  financial  condition or
prospects or suffers  material adverse  publicity,  or in the event that another
party  materially  breaches  any  provision of the  agreement,  (3) by Templeton
Variable Products Series Fund or its principal  underwriter upon 45 days written
notice to the Company,  and (4) upon  assignment  of the  agreement by any party
unless the other parties agree in writing to the assignment.
This is a summary only; other provisions and conditions may apply.

                                  LEGAL MATTERS

All matters  relating to Iowa law  pertaining  to the  Contracts,  including the
validity of the Contracts and the  Company's  authority to issue the  Contracts,
have been passed upon by Barbara L. Secor, Esquire, Assistant Vice President and
Associate General Counsel of the Company.

                                     EXPERTS

The  financial  statements  of the Variable  Annuity  Account as of December 31,
1998, including a statement of assets and liabilities, a statement of operations
for the year then  ended,  a  statement  of  changes in net assets for the years
ended December 31, 1998, and 1997, and accompanying notes, which are included in
this Statement of Additional Information and in the registration statement, have
been  audited by KPMG Peat Marwick LLP,  independent  auditors,  as set forth in
their report herein,  and are included herein in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

The statutory basis  statements of admitted  assets,  liabilities and surplus of
the Company as of December 31, 1998,  and 1997,  and the related  statements  of
operations,  changes in unassigned  surplus,  and cash flows for the years ended
December  31, 1998,  1997,  and 1996,  which are  included in this  Statement of
Additional Information and in the registration  statement,  have been audited by
KPMG Peat  Marwick  LLP,  independent  auditors,  as set  forth in their  report
herein,  and are  included  herein in reliance  upon such report  given upon the
authority of such firm as experts in accounting and auditing.

The report of KPMG Peat Marwick LLP  covering  the December 31, 1998,  financial
statements  contains  an  explanatory  paragraph  that  states  that the Company
prepared the  financial  statements  using  accounting  practices  prescribed or
permitted  by  the  Iowa  Department  of  Commerce,  Insurance  Division,  which
practices differ from generally accepted accounting principles.

                                OTHER INFORMATION

A registration statement has been filed with the SEC under the Securities Act of
1933, as amended,  with respect to the Contracts  discussed in this Statement of
Additional  Information.  Not all the information set forth in the  registration
statement,  amendments and exhibits  thereto has been included in this Statement
of Additional Information.  Statements contained in this Statement of Additional
Information  concerning the content of the Contracts and other legal instruments
are  intended to be  summaries.  For a complete  statement of the terms of these
documents, reference should be made to the instruments filed with the SEC.

                              FINANCIAL STATEMENTS

The audited  financial  statements  of the  Variable  Account as of December 31,
1998, including a statement of assets and liabilities, a statement of operations
for the year then  ended,  a  statement  of  changes in net assets for the years
ended December 31, 1998, and 1997, and accompanying  notes, are included in this
Statement of Additional Information.

The Company's  statutory basis  statements of admitted  assets,  liabilities and
surplus as of December  31,  1998,  and 1997,  and the related  statutory  basis
statements of operations,  changes in unassigned surplus, and cash flows for the
years ended  December  31,  1998,  1997,  and 1996,  as well as the  Independent
Auditor's   Reports,   which  are  included  in  this  Statement  of  Additional
Information,  should be considered  only as bearing on the Company's  ability to
meet its  obligations  under the  Contracts.  They should not be  considered  as
bearing  on the  investment  performance  of the  assets  held  in the  Variable
Account.
<PAGE>
<TABLE>
                                     CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                                       Statements of Assets and Liabilities
                                                 December 31, 1998

                                       Capital
                                     Appreciation         Growth and                                                   Money
                                        Stock            Income Stock         Balanced              Bond               Market
Assets:                               Subaccount          Subaccount         Subaccount          Subaccount          Subaccount
Investments in Ultra Series Fund:
   (note 2)
<S>                                  <C>                 <C>                <C>                  <C>                 <C>
Capital Appreciation Stock Fund,
   9,258,593 shares at net asset
   value of $22.19 per share
   (cost $146,304,839)               $205,418,385        $         --       $         --         $        --         $        --

Growth and Income Stock Fund,
   14,073,353 shares at net asset
   value of $30.56 per share
   (cost $331,744,234)                         --         430,068,433                 --                  --                  --

Balanced Fund,
   15,873,410 shares at net asset
   value of $18.74 per share
   (cost $257,278,953)                         --                  --        297,390,115                  --                  --

Bond Fund,
   5,511,208 shares at net asset
   value of $10.57 per share
   (cost $58,128,183)                          --                  --                 --          58,249,050                  --

Money Market Fund,
   26,751,190 shares at net asset
   value of $1.00 per share
   (cost $26,751,190)                          --                  --                 --                  --          26,751,190
                                       ----------          ----------         ----------          ----------          ----------
     Total assets                     205,418,385         430,068,433        297,390,115          58,249,050          26,751,190
                                       ----------          ----------         ----------          ----------          ----------
Liabilities:
Accrued adverse mortality and
   expense charges                         68,432             145,737            100,443              19,780               8,861
Other accrued expenses                      8,212              17,489             12,053               2,374               1,063
                                       ----------          ----------         ----------          ----------          ----------
     Total liabilities                     76,644             163,226            112,496              22,154               9,924
                                       ----------          ----------         ----------          ----------          ----------
     Net assets                      $205,341,741        $429,905,207       $297,277,619         $58,226,896         $26,741,266
                                       ==========          ==========         ==========          ==========          ==========
Contract owners' equity:

Contracts in accumulation period      205,299,594         429,644,902        297,167,271          58,226,896          26,731,870
Contracts in annuity payment period
   (note 2)                                42,147             260,305            110,348                  --               9,396
                                       ----------          ----------         ----------          ----------          ----------
     Total contract owners' equity    205,341,741         429,905,207        297,277,619          58,226,896          26,741,266
                                       ==========          ==========         ==========          ==========          ==========
     Total units outstanding
       (note 5 and note 6)              8,586,442          18,555,957         17,694,943           4,554,265           2,280,739
                                       ==========          ==========         ==========          ==========          ==========
     Net asset value per unit              $23.91              $23.17             $16.80              $12.79              $11.72
                                       ==========          ==========         ==========          ==========          ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                     CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                                       Statements of Assets and Liabilities
                                                 December 31, 1998

                                     International           World            Emerging               High            Developing
                                         Stock            Governments          Growth               Income             Markets
Assets:                               Subaccount          Subaccount         Subaccount           Subaccount         Subaccount
<S>                                  <C>                 <C>                <C>                  <C>                 <C>
Investments in T. Rowe Price
International Fund, Inc.:
   International Stock Portfolio,
   4,920,487 shares at net asset
   value of $14.52 per share
   (cost $60,938,563)                 $71,445,469        $         --       $         --        $         --         $        --

Investments in MFS(R) Variable
 Insurance TrustSM:
   World Governments Series,
   1,216,850 shares at net asset
   value of $10.88 per share
   (cost $12,522,965)                          --          13,239,325                 --                  --                  --

Investments in MFS(R) Variable
 Insurance TrustSM:
   Emerging Growth Series,
   3,806,507 shares at net asset
   value of $21.47 per share
   (cost $57,686,856)                          --                  --         81,725,702                  --                  --

Investments in Oppenheimer
 Variable Account Funds:
   High Income Series,
   3,513,794 shares at net asset
   value of $11.02 per share
   (cost $39,801,809)                          --                  --                 --          38,722,007                  --

Investments in Templeton
 Variable Products Series Fund:
   Developing Markets Series,
   878,001 shares at net asset value
   of $5.12 per share
   (cost $6,309,181)                           --                  --                 --                  --           4,495,366
                                       ----------          ----------         ----------          ----------           ---------
     Total assets                      71,445,469          13,239,325         81,725,702          38,722,007           4,495,366
                                       ----------          ----------         ----------          ----------           ---------
Liabilities

Accrued adverse mortality and
   expense charges                         24,302               4,502             27,542              13,135               1,530
Other accrued expenses                      2,916                 540              3,305               1,576                 184
                                       ----------          ----------         ----------          ----------           ---------
     Total liabilities                     27,218               5,042             30,847              14,711               1,714
                                       ----------          ----------         ----------          ----------           ---------
     Net assets                       $71,418,251         $13,234,283        $81,694,855         $38,707,296          $4,493,652
                                       ==========          ==========         ==========          ==========           =========
Contract owners' equity:

Contracts in accumulation period       71,389,663          13,232,093         81,655,398          38,690,570           4,493,652
Contracts in annuity payment period
   (note 2)                                28,588               2,190             39,457              16,726                  --
                                       ----------          ----------         ----------          ----------          ----------
     Total contract owners' equity     71,418,251          13,234,283         81,694,855          38,707,296           4,493,652
                                       ==========          ==========         ==========          ==========          ==========
     Total units outstanding
       (note 5 and note 6)              4,955,996           1,101,162          5,094,236           3,561,305             868,801
                                       ==========          ==========         ==========          ==========           =========
     Net asset value per unit              $14.41              $12.02             $16.04              $10.87               $5.17
                                       ==========          ==========         ==========          ==========           =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                     CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                                             Statements of Operations
                                                 December 31, 1998

                                        Capital
                                     Appreciation         Growth and                                                    Money
                                         Stock           Income Stock         Balanced               Bond               Market
Investment income (loss):             Subaccount          Subaccount         Subaccount           Subaccount         Subaccount
<S>                                  <C>                 <C>                <C>                  <C>                 <C>
  Dividend income                     $   534,022          $4,267,631         $7,830,324          $2,871,080            $977,926
  Adverse mortality and expense
   charges (note 3)                    (2,103,928)         (4,461,725)        (2,977,460)           (550,939)           (244,695)
  Administrative charges                 (252,471)           (535,407)          (357,295)            (66,113)            (29,363)
                                       ----------          ----------         ----------           ---------           ---------
  Net investment income (loss)         (1,822,377)           (729,501)         4,495,569           2,254,028             703,868
                                       ----------          ----------         ----------           ---------           ---------
Realized and unrealized gain (loss)
  on investments:
  Realized gain (loss) on security
   transactions:

   Capital gain distributions           4,782,640          15,760,094             11,953              39,826                  --
   Proceeds from sale of securities     2,472,043           4,446,207          2,611,234             835,255          29,235,141
   Cost of securities sold             (1,848,605)         (3,459,730)        (2,321,801)           (817,103)        (29,235,141)
                                       ----------          ----------         ----------           ---------           ---------
   Net realized gain (loss) on
    security transactions               5,406,078          16,746,571            301,386              57,978                  --
  Net change in unrealized
    appreciation or depreciation on
    investments                        26,215,883          36,859,343         22,339,305            (318,903)                 --
                                       ----------          ----------         ----------           ---------           ---------
   Net gain (loss) on investments      31,621,961          53,605,914         22,640,691            (260,925)                 --
                                       ----------          ----------         ----------           ---------           ---------
Net increase (decrease) in net
   assets resulting from operations   $29,799,584         $52,876,413        $27,136,260          $1,993,103            $703,868
                                       ==========          ==========         ==========           =========           =========


                                     International           World             Emerging             High             Developing
                                         Stock            Governments           Growth             Income              Markets
Investment income (loss):              Subaccount          Subaccount          Subaccount         Subaccount         Subaccount

  Dividend income                      $1,115,930            $166,263           $494,173            $895,494             $80,388
  Adverse mortality and expense
   charges (note 3)                      (802,274)           (166,662)          (763,113)           (332,919)            (46,606)
  Administrative charges                  (96,273)            (19,999)           (91,574)            (39,950)             (5,593)
                                        ---------            --------         ----------            --------            --------
  Net investment income (loss)            217,383             (20,398)          (360,514)            522,625              28,189
                                        ---------            --------         ----------            --------            --------
Realized and unrealized gain (loss)
  on investments:
  Realized gain (loss) on security
   transactions:

   Capital gain distributions                  --                  --                 --                  --                  --
   Proceeds from sale of securities     1,939,904           2,644,181          1,117,896             518,681             426,874
   Cost of securities sold             (1,760,537)         (2,618,073)          (916,201)           (551,048)           (681,083)
                                        ---------            --------         ----------            --------            --------
   Net realized gain (loss) on
   security transactions                  179,367              26,108            201,695             (32,367)           (254,209)
  Net change in unrealized
   appreciation or depreciation on
   investments                          7,712,376             812,043         17,967,979          (1,183,574)           (665,933)
                                        ---------            --------         ----------            --------            --------
   Net gain (loss) on investments       7,891,743             838,151         18,169,674          (1,215,941)           (920,142)
                                        ---------            --------         ----------            --------            --------
Net increase (decrease) in net
   assets resulting from operations    $8,109,126            $817,753        $17,809,160           ($693,316)          ($891,953)
                                        =========            ========         ==========            ========            ========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                     CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                                        Statements of Changes in Net Assets
                                      Years Ended December 31, 1998 and 1997

                                       CAPITAL APPRECIATION STOCK SUBACCOUNT                 GROWTH AND INCOME STOCK SUBACCOUNT

Operations:                                  1998                  1997                          1998                  1997
<S>                                     <C>                   <C>                            <C>                   <C>
  Net investment income (loss)           ($1,822,377)            ($811,200)                     ($729,501)              $15,195
  Net realized gain (loss) on
   security transactions                   5,406,078             1,882,280                     16,746,571             4,861,709
  Net change in unrealized appreciation
   or depreciation on investments         26,215,883            24,598,979                     36,859,343            46,546,353
                                         -----------           -----------                    -----------           -----------
   Change in net assets from operations   29,799,584            25,670,059                     52,876,413            51,423,257
                                         -----------           -----------                    -----------           -----------
Capital unit transactions (note 5):

  Proceeds from sales of units           144,718,325           107,669,256                    259,442,954           197,965,607
  Cost of units repurchased             (104,156,130)          (67,800,969)                  (164,894,635)          (98,094,296)
  Actuarial adjustments for mortality
   experience on annuities in
   payment period                                934                    --                         21,919                    --
  Annuity benefit payments                      (865)                 (168)                       (15,863)               (7,512)
                                         -----------           -----------                    -----------           -----------
   Change in net assets from capital

    unit transactions                     40,562,264            39,868,119                     94,554,375            99,863,799
                                         -----------           -----------                    -----------           -----------
Increase (decrease) in net assets         70,361,848            65,538,178                    147,430,788           151,287,056
Net assets:
  Beginning of period                    134,979,893            69,441,715                    282,474,419           131,187,363
                                         -----------           -----------                    -----------           -----------
  End of period                         $205,341,741          $134,979,893                   $429,905,207          $282,474,419
                                         ===========           ===========                    ===========           ===========


                                                 BALANCED SUBACCOUNT                                     BOND SUBACCOUNT

Operations:                                    1998                  1997                          1998                  1997
  Net investment income (loss)            $4,495,569            $3,624,989                     $2,254,028            $1,087,785
  Net realized gain (loss) on
   security transactions                     301,386             2,410,519                         57,978                19,072
  Net change in unrealized appreciation
   or depreciation on investments         22,339,305            14,073,060                       (318,903)              524,467
                                         -----------           -----------                     ----------            ----------
   Change in net assets from operations   27,136,260            20,108,568                      1,993,103             1,631,324
                                         -----------           -----------                     ----------            ----------
Capital unit transactions (note 5):
  Proceeds from sale of units            201,714,553           134,826,300                     54,431,468            31,709,344
  Cost of units repurchased             (116,470,212)          (71,445,220)                   (31,471,803)          (19,493,816)
  Actuarial adjustments for mortality
   experience on annuities in
   payment period                              4,797                    --                             --                    --
  Annuity benefit payments                    (5,344)               (1,535)                            --                    --
                                         -----------           -----------                     ----------            ----------
   Change in net assets from capital

    unit transactions                     85,243,794            63,379,545                     22,959,665            12,215,528
                                         -----------           -----------                     ----------            ----------
Increase (decrease) in net assets        112,380,054            83,488,113                     24,952,768            13,846,852
Net assets:
  Beginning of period                    184,897,565           101,409,452                     33,274,128            19,427,276
                                         -----------           -----------                     ----------            ----------
  End of period                         $297,277,619          $184,897,565                    $58,226,896           $33,274,128
                                         ===========           ===========                     ==========            ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                     CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                                        Statements of Changes in Net Assets
                                      Years Ended December 31, 1998 and 1997

                                                 MONEY MARKET SUBACCOUNT                         INTERNATIONAL STOCK SUBACCOUNT
<S>                                     <C>                   <C>                            <C>                   <C>
Operations:                                    1998                  1997                          1998                  1997
  Net investment income (loss)              $703,868              $749,001                       $217,383              $575,230
  Net realized gain (loss) on
   security transactions                          --                    --                        179,367                38,683
  Net change in unrealized appreciation
   or depreciation on investments                 --                    --                      7,712,376              (469,465)
                                          ----------            ----------                     ----------            ----------
   Change in net assets from operations      703,868               749,001                      8,109,126               144,448
                                          ----------            ----------                     ----------            ----------
Capital unit transactions (note 5):
  Proceeds from sales of units            94,301,939            92,196,341                     69,558,237            64,648,440
  Cost of units repurchased              (85,815,933)          (91,675,721)                   (61,390,267)          (42,924,106)
  Actuarial adjustments for mortality
   experience on annuities in
   payment period                                 --                    --                            362                    --
  Annuity benefit payments                      (376)                   --                           (481)                   --
                                          ----------            ----------                     ----------            ----------
   Change in net assets from capital
    unit transactions                      8,485,630               520,620                      8,167,851            21,724,334
                                          ----------            ----------                     ----------            ----------
  Increase (decrease) in net assets        9,189,498             1,269,621                     16,276,977            21,868,782
Net assets:
  Beginning of period                     17,551,768            16,282,147                     55,141,274            33,272,492
                                          ----------            ----------                     ----------            ----------
  End of period                          $26,741,266           $17,551,768                    $71,418,251           $55,141,274
                                          ==========            ==========                     ==========            ==========


                                              WORLD GOVERNMENTS SUBACCOUNT                        EMERGING GROWTH SUBACCOUNT

Operations:                                    1998                  1997                          1998                  1997
  Net investment income (loss)              ($20,398)             $124,518                      ($360,514)            $(441,903)
  Net realized gain (loss) on
   security transactions                      26,108               (14,843)                       201,695                22,348
  Net change in unrealized appreciation
   or depreciation on investments            812,043              (395,717)                    17,967,979             5,960,197
                                          ----------            ----------                     ----------            ----------
   Change in net assets from operations      817,753              (286,042)                    17,809,160             5,540,642
                                          ----------            ----------                     ----------            ----------
Capital unit transactions (note 5):
  Proceeds from sale of units             12,632,836            15,607,791                     66,116,408            50,764,584
  Cost of units repurchased              (14,130,975)          (13,378,076)                   (47,709,272)          (27,459,730)
  Actuarial adjustments for mortality
   experience on annuities in
   payment period                                160                    --                          1,367                    --
  Annuity benefit payments                       (31)                   --                           (854)                 (187)
                                          ----------            ----------                     ----------            ----------
   Change in net assets from capital
    unit transactions                     (1,498,010)            2,229,715                     18,407,649            23,304,667
                                          ----------            ----------                     ----------            ----------
Increase (decrease) in net assets           (680,257)            1,943,673                     36,216,809            28,845,309
Net assets:
  Beginning of period                     13,914,540            11,970,867                     45,478,046            16,632,737
                                          ----------            ----------                     ----------            ----------
  End of period                          $13,234,283           $13,914,540                    $81,694,855           $45,478,046
                                          ==========            ==========                     ==========            ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                     CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                                        Statements of Changes in Net Assets
                                      Years Ended December 31, 1998 and 1997

                                                HIGH INCOME SUBACCOUNT                           DEVELOPING MARKETS SUBACCOUNT
<S>                                     <C>                   <C>                            <C>                   <C>
Operations:                                    1998                  1997*                         1998                  1997*
  Net investment income (loss)              $522,625              $342,331                        $28,189              $(18,284)
  Net realized gain (loss) on
   security transactions                     (32,367)                   52                       (254,209)              (20,944)
  Net change in unrealized appreciation
   or depreciation on investments         (1,183,574)              103,771                       (665,933)           (1,147,882)
                                          ----------             ---------                      ---------             ---------
   Change in net assets from operations     (693,316)              446,154                       (891,953)           (1,187,110)
                                          ----------             ---------                      ---------             ---------
Capital unit transactions (note 5):
  Proceeds from sales of units            40,076,476            14,947,080                      4,921,625             4,966,376
  Cost of units repurchased              (14,247,012)           (1,822,151)                    (2,583,701)             (731,585)
  Actuarial adjustments for mortality
   experience on annuities in
   payment period                                596                    --                             --                    --
  Annuity benefit payments                      (532)                   --                             --                    --
                                          ----------             ---------                      ---------             ---------
   Change in net assets from capital
    unit transactions                     25,829,528            13,124,929                      2,337,924             4,234,791
                                          ----------             ---------                      ---------             ---------
  Increase (decrease) in net assets       25,136,213            13,571,083                      1,445,971             3,047,681
Net assets:
  Beginning of period                     13,571,083                    --                      3,047,681                    --
                                          ----------             ---------                      ---------             ---------
  End of period                          $38,707,296           $13,571,083                     $4,493,652            $3,047,681
                                          ==========             =========                      =========             =========
</TABLE>
See accompanying notes to financial statements.

*The data is for the period beginning May 1, 1997 (date of initial activity).
<PAGE>
                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                          Notes to Financial Statements

(1)  Organization

     The CUNA Mutual Life Variable Annuity Account (the Variable Account) is a
     unit investment trust registered under the Investment Company Act of 1940
     with the Securities and Exchange Commission (SEC). The Variable Account was
     established as a separate investment account within CUNA Mutual Life
     Insurance Company (the Company) to receive and invest net premiums paid
     under variable annuity contracts (Contracts).

     Although the assets in the Variable Account are the property of the
     Company, the assets in the Variable Account attributable to the Contracts
     are not chargeable with liabilities arising out of any other business which
     the Company may conduct. The assets of the Variable Account are available
     to cover the general liabilities of the Company only to the extent that the
     Variable Account's assets exceed its liabilities arising under the
     Contracts. The Company has the right to transfer to the general account any
     assets of the Variable Account which are in excess of reserves and other
     contract liabilities. All obligations arising under the Contracts are
     general corporate obligations of the Company.

(2)  Significant Accounting Policies

     Investments

     The Variable Account currently is divided into ten subaccounts but may, in
     the future, include additional subaccounts. Each subaccount invests
     exclusively in shares of a single underlying fund. (The term fund is used
     to mean an investment portfolio sometimes called a fund, i.e., Ultra Series
     Fund (Class Z shares), T. Rowe Price International Fund, Inc., MFS(R)
     Variable Insurance TrustSM,* Oppenheimer Variable Account Funds, Templeton
     Variable Products Series Fund, or any other open-end management investment
     company or unit investment trust in which a subaccount invests.) The
     income, gains and losses, realized or unrealized, from the assets allocated
     to each subaccount are credited to or charged against that subaccount
     without regard to income, gains or losses from any other subaccount.

     The Variable Account invests in shares of Ultra Series Fund, T. Rowe Price
     International Fund, Inc., MFS(R) Variable Insurance TrustSM,* Oppenheimer
     Variable Account Funds, and Templeton Variable Products Series Fund. Each
     is a management investment company of the series type with one or more
     funds. Each is registered with the SEC as an open-end, management
     investment company. Such registration does not involve supervision of the
     management or investment practices or policies of the companies or their
     funds by the SEC.

     The Ultra Series Fund currently has five funds available as investment
     options under the Contracts, The T. Rowe Price International Series, Inc.
     has one fund available as an investment option under the Contracts, the MFS
     Variable Insurance Trust has two funds available as investment options
     under the Contracts, the Oppenheimer Variable Account Funds has one fund
     available as an investment option under the Contracts and the Templeton
     Variable Products Series Fund has one fund available as an investment
     option under the Contracts. The Ultra Series Fund, MFS Variable Insurance
     Trust, Oppenheimer Variable Account Funds and Templeton Variable Products
     Series Fund also have other funds that are not available under the
     Contracts. All five investment companies may, in the future, create
     additional funds or classes that may or may not be available as investment
     options under the Contracts. Each fund has its own investment objective and
     the income, gains and losses for each fund are determined separately for
     that fund or class.

     CIMCO Inc. (CIMCO) serves as the Investment Adviser to the Ultra Series
     Fund and manages its assets in accordance with general policies and
     guidelines established by the board of trustees of the Ultra Series Fund.
     The Company owns one half of CIMCO's outstanding stock and one half is
     owned indirectly by CUNA Mutual Insurance Society.

     Rowe Price-Fleming International, Inc. (RPFI) serves as the Investment
     Adviser to the International Stock Portfolio and manages its assets in
     accordance with general policies and guidelines established by the board of
     directors of T. Rowe Price International Fund, Inc. RPFI was founded in
     1979 as a joint venture between T. Rowe Price Associates, Inc. and Robert
     Fleming Holdings Limited.

     Massachusetts Financial Services Company (MFS) serves as the Investment
     Adviser to the MFS World Governments Series and Emerging Growth Series and
     manages its assets in accordance with general policies and guidelines
     established by the board of trustees of MFS(R) Variable Insurance TrustSM.
     MFS is a subsidiary of Sun Life Assurance Company of Canada (U.S.) which,
     in turn, is a subsidiary of Sun Life Assurance Company of Canada.

     OppenheimerFunds, Inc. (the Manager) serves as the investment adviser to
     the Oppenheimer High Income Fund and manages its assets in accordance with
     general policies and guideline established by the board of trustees of the
     Oppenheimer Variable Account Funds. The Manager is owned by Oppenheimer
     Acquisition Corp., a holding company that is owned in part by senior
     officers of the Manager and controlled by Massachusetts Mutual Life
     Insurance Company.
<PAGE>
     Templeton Asset Management Ltd. serves as the investment adviser to the
     Templeton Developing Markets Fund: Class 2 and manages its assets and makes
     its investments decisions. Templeton Asset Management Ltd. is a Singapore
     corporation wholly owned by Franklin Resources, Inc., a publicly owned
     company. Resources' principal shareholders are Charles B. Johnson and
     Rupert H. Johnson, Jr.

     The assets of each fund are held separate from the assets of the other
     funds, and each fund is offered at a price equal to its respective net
     asset value per share, without sales charge. Dividends and capital gain
     distributions from each fund are reinvested in that fund. Investments in
     shares of the funds are stated at market value which is the net asset value
     per share as determined by the funds. Realized gains and losses from
     security transactions are reported on an average cost basis. Dividend
     income is recorded on the ex-dividend date.

     Federal Income Taxes

     Currently, no charge is made against the Variable Account for any federal,
     state or local taxes (other than premium taxes) that the Company incurs or
     that may be attributable to the Variable Account or the Contracts. The
     Company may, however, make such a charge in the future from surrender
     value, death benefits or annuity payments, as appropriate. Such taxes may
     include taxes (levied by any government entity) which the Company
     determines to have resulted from: (1) the establishment or maintenance of
     the Variable Account, (2) receipt by the Company of purchase payments, (3)
     issuance of the Contracts, or (4) the payment of annuity payments.

     Annuity Reserves

     Annuity reserves are computed for contracts in the payout stage according
     to the 1983a Individual Annuitant Mortality Table. The assumed investment
     return is 3.5% unless the annuitant elects otherwise, in which case the
     rate may vary from 3.5% to 7%, as regulated by the laws of the respective
     states. The mortality risk is fully borne by the Company and may result in
     additional amounts being transferred into the variable annuity account by
     the Company to cover greater longevity of annuitants than expected.
     Conversely, if reserves exceed amounts required, transfers may be made to
     the insurance company.

     Use of Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of increase and decrease in
     net assets from operations during the period. Actual results could differ
     from those estimates.

(3)  Fees and Charges

     Organization Costs

     The Company absorbed all organization expenses of the Variable Account.

     Contract Charges

     Surrender Charge (Contingent Deferred Sales Charge). No charge for sales
     expenses is deducted from purchase payments at the time purchase payments
     are paid. However, a surrender charge is deducted upon surrender or partial
     withdrawal of purchase payments within 7 years of their being paid and, in
     certain circumstances, upon payment of a death benefit or the election of
     certain annuity payment options.

     For purchase payments withdrawn or surrendered within one year of having
     been paid, the charge is 7% of the amount of the payment withdrawn or
     surrendered. For each purchase payment, the surrender charge decreases by
     1% for each full year that has elapsed since the payment was made. No
     surrender charge is assessed upon the withdrawal or surrender of the
     contract value in excess of aggregate purchase payments or on purchase
     payments made more than 7 years prior to the withdrawal or surrender.

     Subject to certain restrictions for the first partial withdrawal (or
     surrender) in each contract year, an amount equal to 10% of aggregate
     purchase payments subject to a surrender charge (as of the time of
     withdrawal or surrender) may be surrendered without a surrender charge. The
     surrender charge also may be waived in certain circumstances as provided in
     the Contracts.

     Annual Contract Fee. On each contract anniversary (or upon surrender of the
     Contract) prior to the annuity date, the Company deducts an annual contract
     fee of $30 from the variable contract value. After the annuity date, the
     Company deducts this fee from variable annuity payments. A pro-rated
     portion of the fee is deducted upon annuitization of a Contract except on a
     contract anniversary.

     Transfer Fee. No charge is made for transfers, however, the Company
     reserves the right to charge $10 for the 13th and each subsequent transfer
     during a Contract year.
<PAGE>
     Premium Taxes. If state or other premium taxes are applicable to a
     Contract, they will be deducted either: (a) from purchase payments as they
     are received, (b) from contract value upon surrender or partial withdrawal,
     (c) upon application of adjusted contract value to an annuity payment
     option, or (d) upon payment of a death benefit. The Company, however,
     reserves the right to deduct premium taxes at the time it pays such taxes.

     Variable Account Charges

     Mortality and Expense Risk Charge. The Company deducts a daily mortality
     and expense risk charge to compensate it for assuming certain mortality and
     expense risks. The charge is deducted from the assets of the Variable
     Account at an annual rate of 1.25% (approximately 0.85% for mortality risk
     and 0.40% for expense risks).

     Asset-Based Administration Charge. The Company deducts a daily
     administration charge to compensate it for certain expenses it incurs in
     administration of the Contract. The charge is deducted from the assets of
     the Variable Account at an annual rate of 0.15%.

(4)  Investment Transactions

     The cost of shares purchased, including reinvestment of dividend
     distributions, during the year ended December 31, 1998, was as follows:

     Capital Appreciation Stock Fund............................   $46,045,816
     Growth and Income Stock Fund...............................   114,141,120
     Balanced Fund..............................................    92,439,912
     Bond Fund..................................................    26,104,564
     Money Market Fund..........................................    38,431,318
     International Stock Portfolio..............................    10,341,816
     World Governments Series...................................     1,128,138
     Emerging Growth............................................    19,187,355
     High Income Fund...........................................    26,882,971
     Developing Markets Fund....................................     2,794,122
                                                                   -----------
                                                                  $377,497,132
                                                                   ===========

(5)  Accumulation Unit Activity from Contract Transactions

     Transactions in accumulation units of each subaccount of the Variable
     Account for the years ended December 31, 1998 and 1997, were as follows:
<TABLE>
<CAPTION>
                                                         Capital
                                                      Appreciation     Growth and                                        Money
                                                          Stock       Income Stock       Balanced         Bond          Market
                                                       Subaccount      Subaccount       Subaccount     Subaccount     Subaccount

     Units for contracts in accumulation period:
<S>                                                   <C>            <C>             <C>             <C>             <C>
     Units outstanding at December 31, 1996            4,495,720        8,541,383       7,783,833      1,686,539       1,492,704
     Units sold                                        6,013,456       11,114,621       9,579,893      2,687,144       8,313,505
     Units repurchased                                (3,776,703)      (5,479,461)     (5,056,104)    (1,647,913)     (8,254,380)
                                                       ---------        ---------       ---------      ---------       ---------
     Units outstanding at December 31, 1997            6,732,473       14,176,543      12,307,622      2,725,770       1,551,829
     Units sold                                        6,677,476       12,089,141      12,798,228      4,340,906       8,182,107
     Units repurchased                                (4,825,290)      (7,720,616)     (7,416,771)    (2,512,411)     (7,453,252)
                                                       ---------        ---------       ---------      ---------       ---------
     Units outstanding at December 31, 1998            8,584,659       18,545,068      17,689,079      4,554,265       2,280,684
                                                       =========        =========       =========      =========       =========

     Units for annuitized contracts:

     Units outstanding at December 31, 1996                   --               --              --             --              --
     Units sold                                              257            9,730           3,497             --              --
     Units repurchased                                        (9)            (391)           (103)            --              --
     Units outstanding at December 31, 1997                  248            9,339           3,394             --              --
                                                       ---------        ---------       ---------      ---------       ---------
     Units sold                                            1,575            2,286           2,810             --              88
     Units repurchased                                       (40)            (736)           (340)            --             (33)
                                                       ---------        ---------       ---------      ---------       ---------
     Units outstanding at December 31, 1998                1,783           10,889           5,864             --              55
                                                       ---------        ---------       ---------      ---------       ---------

     Total units outstanding December 31, 1998         8,586,442       18,555,957      17,694,943      4,554,265       2,280,739
                                                       =========        =========       =========      =========       =========
<PAGE>
                                                      International       World          Emerging         High        Developing
                                                          Stock        Governments        Growth         Income         Markets
                                                       Subaccount      Subaccount       Subaccount     Subaccount*    Subaccount*

     Accumulation units outstanding at
          December 31, 1996                            2,683,277        1,033,483       1,650,627             --              --
     Accumulation units sold                           5,006,978        1,384,847       4,521,335      1,403,639         547,590
     Accumulation units repurchased                   (3,316,780)      (1,186,204)     (2,419,917)      (168,771)        (88,863)
                                                       ---------        ---------       ---------      ---------         -------
     Accumulation units outstanding at
          December 31, 1997                            4,373,475        1,232,126       3,752,045      1,234,868         458,727
     Accumulation units sold                           5,085,363        1,096,047       4,843,927      3,628,184         896,126
     Accumulation units repurchased                   (4,503,868)      (1,227,198)     (3,503,276)    (1,303,313)       (486,052)
                                                       ---------        ---------       ---------      ---------         -------
     Accumulation units outstanding at
          December 31, 1998                            4,954,970        1,100,975       5,092,696      3,559,739         868,801
                                                       =========        =========       =========      =========         =======
     Units for annuitized contracts:

     Units outstanding at December 31, 1996                   --               --              --             --              --
     Units sold                                               --               --           1,507             --              --
     Units repurchased                                        --               --             (16)            --              --
                                                       ---------        ---------       ---------      ---------       ---------
     Units outstanding at December 31, 1997                   --               --           1,491             --              --
                                                       ---------        ---------       ---------      ---------       ---------
     Units sold                                            1,061              190             110          1,614              --
     Units repurchased                                       (35)              (3)            (61)           (48)             --
                                                       ---------        ---------       ---------      ---------       ---------
     Units outstanding at December 31, 1998                1,026              187           1,540          1,566              --
                                                       ---------        ---------       ---------      ---------       ---------

     Total units outstanding December 31, 1998         4,955,996        1,101,162       5,094,236      3,561,305         868,801
                                                       =========        =========       =========      =========       =========
</TABLE>
*The data is for period beginning May 1, 1997 (date of initial activity).

(6)  Condensed Financial Information

     The table below gives per unit information about the financial history of
each subaccount for each period.
<TABLE>
<CAPTION>
                                          Capital Appreciation      Growth and Income           Balanced                   Bond
                                            Stock Subaccount        Stock Subaccount           Subaccount               Subaccount

     Accumulation unit value:                1998       1997         1998       1997         1998       1997         1998       1997
<S>                                   <C>          <C>         <C>        <C>          <C>        <C>           <C>        <C>
       Beginning of period                 $20.05     $15.45       $19.91     $15.36       $15.02     $13.03       $12.21     $11.52

       End of period                        23.91      20.05        23.17      19.91        16.80      15.02        12.79      12.21

     Percentage increase in
       unit value during  period           19.25%     29.77%       16.37%     29.62%       11.85%     15.27%        4.75%      5.99%

     Number of units outstanding
       at end of period                 8,586,442  6,732,473   18,555,957 14,176,543   17,694,943 12,307,622    4,554,265  2,725,770


                                             Money Market            International         World Governments         Emerging Growth
                                              Subaccount           Stock Subaccount           Subaccount               Subaccount

     Accumulation unit value:                1998       1997         1998       1997         1998       1997         1998       1997

       Beginning of period                 $11.31     $10.91       $12.61     $12.40       $11.29     $11.58       $12.12     $10.08

       End of period                        11.72      11.31        14.41      12.61        12.02      11.29        16.04      12.12

     Percentage increase in
       unit value during  period            3.63%      3.67%       14.27%      1.69%        6.47%    (2.50%)       32.34%     20.24%

     Number of units outstanding
       at end of period                 2,280,739  1,551,829    4,955,996  4,373,475    1,101,162  1,232,126    5,094,236  3,752,045
<PAGE>
                                               High Income         Developing Markets
                                               Subaccount           Stock Subaccount

     Accumulation unit value:                1998       1997*        1998       1997*

       Beginning of period                 $10.99     $10.00        $6.64     $10.00

       End of period                        10.87      10.99         5.17       6.64

     Percentage increase in
       unit value during  period          (1.09%)       9.9%     (22.14%)    (33.6%)

     Number of units outstanding
       at end of period                 3,561,305  1,234,868      868,801    458,727

</TABLE>
     For the Money Market Subaccount, the "seven-day average yield" for the
     seven days ended December 31, 1998, was 3.2% and the "effective yield" for
     that period was 3.4%.

     *1997 data is for the eight-month period ended December 31, 1997.
<PAGE>
                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT

                          Independent Auditors' Report

The Board of Directors

CUNA Mutual Life Insurance Company and Contract Owners of CUNA Mutual Life
     Variable Annuity Account:

We have audited the statements of assets and liabilities of the Capital
Appreciation Stock Subaccount, Growth and Income Stock Subaccount, Balanced
Subaccount, Bond Subaccount, Money Market Subaccount, International Stock
Subaccount, World Governments Subaccount, Emerging Growth Subaccount, High
Income Subaccount, and the Developing Markets Subaccount of the CUNA Mutual Life
Variable Annuity Account as of December 31, 1998; the related statements of
operations for the year then ended; changes in net assets and the condensed
financial information for each of the years in the two-year (one year and eight
months for the High Income Subaccount and the Developing Markets Subaccount)
period then ended. These financial statements and condensed financial
information are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements and
condensed financial information based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and condensed
financial information are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Investments owned at December 31, 1998, were verified
by audit of the statements of assets and liabilities of the underlying funds of
Ultra Series Fund and confirmation with MFS Variable Insurance Trust, T. Rowe
Price, OppenheimerFunds, Inc., and Templeton Asset Management Ltd. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and condensed financial information
referred to above present fairly, in all material respects, the financial
position of the Capital Appreciation Stock Subaccount, Growth and Income Stock
Subaccount, Balanced Subaccount, Bond Subaccount, Money Market Subaccount,
International Stock Subaccount, World Governments Subaccount, Emerging Growth
Subaccount, High Income Subaccount, and the Developing Markets Subaccount of the
CUNA Mutual Life Variable Annuity Account as of December 31, 1998, the results
of their operations for the year then ended; changes in their net assets and the
condensed financial information for each of the years in the two-year (one year
and eight months for the High Income Subaccount and the Developing Markets
Subaccount) period then ended in conformity with generally accepted accounting
principles.

                                                         KPMG Peat Marwick LLP

Des Moines, Iowa
February 5, 1999
<PAGE>



                       CUNA MUTUAL LIFE INSURANCE COMPANY


               Financial Statements and Supplementary Information

                           December 31, 1998 and 1997


                       (With Independent Auditors' Report)



<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
        Statutory Statements of Admitted Assets, Liabilities and Surplus
                           December 31, 1998 and 1997
                                 (in thousands)
<TABLE>
<CAPTION>
                        Admitted Assets                                                    1998               1997
                        ---------------                                                    ----               ----
Investments:
<S>                                                                                <C>                 <C>        
   Fixed maturities                                                                   $ 1,517,147         $ 1,570,735
   Equity securities:
   Preferred stock                                                                             71                 102
     Common stock                                                                          77,036              57,292
   Mortgage loans on real estate                                                          306,037             362,958
   Investment real estate                                                                  62,345              64,771
   Policy loans                                                                           101,569             101,061
   Other invested assets                                                                   16,799              11,459
   Receivable for securities                                                               19,886              14,394
   Cash and short-term investments                                                         74,740              27,260
                                                                                        ---------           ---------
       Total investments                                                                2,175,630           2,210,032

Premiums receivable                                                                        15,147              12,534
Accrued investment income                                                                  28,005              30,540
Electronic data processing equipment                                                        2,230               2,822
Due from affiliates and related parties                                                     8,121              12,093
Federal income tax recoverable                                                                 --               2,158
Other assets                                                                                2,295               2,936
Separate accounts                                                                       1,830,012           1,198,978
                                                                                        ---------           ---------
Total admitted assets                                                                 $ 4,061,440        $  3,472,093
                                                                                        =========           =========

                    Liabilities and Surplus
Liabilities:
   Policy reserves:
     Life insurance and annuity contracts                                             $ 1,672,272         $ 1,749,927
     Accident and health insurance                                                         12,611              11,795
   Supplementary contracts without life contingencies                                      76,131              72,664
   Policyholders' dividend accumulations                                                  156,151             153,931
   Policy and contract claims                                                               9,915               7,232
   Other policyholders' funds:
     Dividends payable to policyholders                                                    24,450              23,780
     Premiums and other deposit funds                                                       4,194               4,693
   Interest maintenance reserve                                                             5,694               3,531
   Amounts held for others                                                                 18,923              20,500
   Commissions, expenses, taxes, licenses and fees accrued                                 14,594              13,133
   Asset valuation reserve                                                                 48,395              41,756
   Loss contingency reserve for investments                                                 5,800               6,050
    Federal income taxes due and accrued                                                    5,025                  --
   Note payable                                                                             1,300               1,300
   Other liabilities                                                                       15,639               6,823
   Separate accounts                                                                    1,784,589           1,164,297
                                                                                        ---------           ---------
Total liabilities                                                                       3,855,683           3,281,412
                                                                                        ---------           ---------
Surplus:
   Unassigned surplus                                                                     205,757             190,681
                                                                                        ---------           ---------
Total surplus                                                                             205,757             190,681
                                                                                        ---------           ---------
Total liabilities and surplus                                                         $ 4,061,440         $ 3,472,093
                                                                                        =========           =========
</TABLE>

See accompanying notes to statutory financial statements.


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                       Statutory Statements of Operations
                  Years Ended December 31, 1998, 1997 and 1996
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                       1998                1997               1996
                                                                       ----                ----               ----
Income:
   Premiums and other considerations:
<S>                                                               <C>                 <C>                 <C>      
     Life and annuity contracts                                     $ 466,203           $ 414,724           $ 346,584
     Accident and health                                               18,292              14,886              12,007
     Supplementary contracts and dividend accumulations                43,547              44,194              46,303
     Other deposit funds                                              159,786             114,825              51,322
   Net investment income                                              148,998             168,192             174,573
   Reinsurance commissions                                              7,871               9,601               9,962
   Separate accounts income and fees                                   15,858               9,885               4,883
   Other income                                                         5,794               5,862               3,761
                                                                      -------             -------             -------
       Total income                                                   866,349             782,169             649,395
                                                                      -------             -------             -------
Benefits and expenses:
   Death benefits                                                      41,908              37,430              33,592
   Annuity benefits                                                    82,074              49,095              39,086
   Surrender benefits                                                 189,343             176,291             143,867
   Payments on supplementary contracts without life
     contingencies and dividend accumulations                          47,431              44,747              48,896
   Other benefits to policyholders and beneficiaries                   18,244              17,509              12,703
   Decrease in policy reserves - life and annuity
     contracts and accident and health insurance                      (76,839)            (78,148)            (54,954)
   Increase in liabilities for supplementary contracts without life
     contingencies and policyholders' dividend accumulations            5,687               6,954               8,328
   Decrease in group annuity reserves                                    (225)                 (2)               (233)
   Increase in benefit funds                                              870               3,975               4,075
   Commissions                                                         43,396              37,017              37,529
   General insurance expenses, including cost of
     collection in excess of loading on due and deferred
     premiums and other expenses                                       60,126              60,722              51,004
   Insurance taxes, licenses, and fees                                  5,909               6,939               6,199
   Net transfers to separate accounts                                 408,384             369,788             272,028
                                                                      -------             -------             -------
       Total benefits and expenses                                    826,308             732,317             602,120
                                                                      -------             -------             -------
Income before dividends to policyholders, federal
   income taxes, and net realized capital (losses) gains               40,041              49,852              47,275

Dividends to policyholders                                             24,441              23,670              23,286
                                                                      -------             -------             -------
Income before federal income taxes and net
   realized capital (losses) gains                                     15,600              26,182              23,989

Federal income taxes                                                    4,436              12,208               7,713
                                                                      -------             -------             -------
Income before net realized capital (losses) gains                      11,164              13,974              16,276

Net realized capital (losses) gains, less federal income taxes
   and transfers to the interest maintenance reserve                     (317)              3,885                 171
                                                                      -------             -------             -------
Net income                                                          $  10,847           $  17,859           $  16,447
                                                                      =======             =======             =======
</TABLE>

See accompanying notes to statutory financial statements.


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
              Statutory Statements of Changes in Unassigned Surplus
                  Years Ended December 31, 1998, 1997 and 1996
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                       1998                1997             1996
                                                                       ----                ----             ----

<S>                                                               <C>                 <C>               <C>      
Balance at beginning of year                                        $ 190,681           $ 163,304         $ 154,028
                                                                      -------             -------           -------

Increase (decrease) in unassigned surplus:
   Net income                                                          10,847              17,859            16,447
   Change in net unrealized gains (losses)                             10,070               6,752            (7,135)
   Change in asset valuation reserve                                   (6,639)                257            (9,811)
   Change in nonadmitted assets                                           543                 285             2,695
   Change in surplus of separate accounts                                 (64)                209            (2,071)
   Change in separate account seed money                                   64                (189)            2,232
   Subsidiary surplus distribution                                         --                  --            13,858
   Change in loss contingency for investments                             250               2,200            (6,954)
   Other miscellaneous changes                                              5                   4                15
                                                                      -------             -------           -------
       Net increase in unassigned surplus                              15,076              27,377             9,276
                                                                      -------             -------           -------
Balance at end of year                                              $ 205,757           $ 190,681         $ 163,304
                                                                      =======             =======           =======
</TABLE>

See accompanying notes to statutory financial statements.


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                       Statutory Statements of Cash Flows
                  Years Ended December 31, 1998, 1997 and 1996
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                       1998                1997               1996
                                                                       ----                ----               ----
Cash from operations Premiums and other considerations:
<S>                                                               <C>                 <C>                  <C>     
     Life and annuity contracts                                     $ 463,537           $ 412,840            $345,095
     Accident and health                                               17,903              14,754              11,911
     Supplementary contracts and dividend accumulations                43,546              44,194              46,303
     Other deposit funds                                              159,786             114,826              51,322
   Investment income received                                         160,304             177,984             176,394
   Reinsurance commissions                                              7,871               8,425              13,210
   Separate accounts income and fees                                   15,858               9,885               1,129
   Other income                                                         4,786               4,931              57,268
                                                                      -------             -------             -------
       Total provided from operations                                 873,591             787,839             702,632
                                                                      -------             -------             -------

   Life and accident and health claims paid                            46,128              42,004              38,809
   Surrender benefits paid                                            189,343             176,291             143,867
   Other benefits to policyholders paid                               140,575             105,505              95,785
   Commissions, other expenses and taxes paid,
     excluding federal income taxes                                   107,589             105,834              89,017
   Dividends to policyholders paid                                     23,756              23,161              22,542
   Federal income taxes                                                  (181)             14,558              15,804
   Net transfers to separate accounts                                 419,156             383,942             281,652
   Interest paid on defined benefit plans                               1,338               3,507               4,104
   Other                                                                   --                 189                 684
                                                                      -------             -------             -------
       Total used in operations                                       927,704             854,991             692,264
                                                                      -------             -------             -------
       Net cash (used in) from operations                             (54,113)            (67,152)             10,368
                                                                      -------             -------             -------
Cash from investments
   Proceeds from investments sold, matured or repaid:
     Fixed maturities                                                 296,732             285,135             226,919
     Equity securities                                                 17,412              17,223              29,960
     Mortgage loans on real estate                                     77,980              47,892              52,773
     Other invested assets                                                562                 969                 831
     Investment real estate                                             3,950              17,701                 700
                                                                      -------             -------             -------
       Total investment proceeds                                      396,636             368,920             311,183
                                                                      -------             -------             -------
   Cost of investments acquired:
     Fixed maturities                                                 243,804             200,692             237,191
     Equity securities                                                 24,923              29,724              26,235
     Mortgage loans on real estate                                     17,956               4,704              31,025
     Investment real estate                                             5,222              10,929              10,060
     Other invested assets                                             10,461                  --                --
     Other cash used                                                      109               4,098               2,148
                                                                      -------             -------             -------
       Total investments acquired                                     302,475             250,147             306,659
   Increase (decrease) in policy loans and premium notes                  500                (475)                664
                                                                      -------             -------             -------
       Net cash from investments                                       93,661             119,248               3,860
                                                                      -------             -------             -------
Cash from financing and miscellaneous sources
   Transfer of defined benefit pension plan assets                         --             (42,247)                 --
   Other cash provided (applied), net                                   7,932             (15,879)              3,762
                                                                      -------             -------             -------
       Net cash from (used in) financing and
            miscellaneous sources                                       7,932             (58,126)              3,762
                                                                      -------             -------             -------
Reconciliation of cash and short-term investments:
   Net change in cash and short-term investments                       47,480              (6,030)             17,990
   Cash and short-term investments at beginning of year                27,260              33,290              15,300
                                                                      -------             -------             -------
   Cash and short-term investments at end of year                   $  74,740           $  27,260           $  33,290
                                                                      =======             =======             =======
See accompanying notes to statutory financial statements.
</TABLE>
<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements
                        December 31, 1998, 1997 and 1996

(1) Summary of Significant Accounting Policies

    Company Operations

    CUNA Mutual Life  Insurance  Company  (the  Company)  offers a full range of
    ordinary life and health insurance products through  face-to-face and direct
    response  distribution systems. The Company's operations are conducted in 49
    states and the District of Columbia. The Company is subject to regulation by
    the  Insurance  Departments  of states in which it is licensed and undergoes
    periodic  examinations  by  those  departments.

    Basis of  Presentation  

    The  accompanying  statutory  financial  statements  have been  prepared  in
    conformity  with  accounting  practices  prescribed or permitted by the Iowa
    Department of Commerce, Insurance Division.  Prescribed statutory accounting
    practices  are   promulgated  by  the  National   Association  of  Insurance
    Commissioners  (NAIC),  as well as  through  state  laws,  regulations,  and
    general  administration  rules.  Permitted  statutory  accounting  practices
    encompass all accounting procedures other than those prescribed. The Company
    is  currently  applying  only  prescribed  accounting  practices.  Statutory
    accounting   practices  vary  in  some  respects  from  generally   accepted
    accounting  principles.  The more  significant of these  differences  are as
    follows:

       o The costs  related to  acquiring  business are charged to income in the
         year incurred and, thus, are not amortized over the periods  benefited,
         whereas the  premium  income is  recorded  into  earnings on a pro rata
         basis over the premium-paying periods covered by the policies;
       o Adjustments reflecting the revaluation of investments at statement date
         and equity in  earnings  of  subsidiary  companies  are  carried to the
         statements of changes in unassigned surplus as "net unrealized gains or
         losses," without  providing for income taxes, or income tax reductions,
         with respect to net unrealized gains or losses;
       o Majority owned  subsidiaries  are not  consolidated  and are carried at
         their underlying book value using the equity method of accounting;
       o Policy   reserves  are  based  on  statutory   mortality  and  interest
         requirements,  without consideration for withdrawals,  which may differ
         from reserves based on reasonably  conservative estimates of mortality,
         interest and withdrawals;
       o Derivative  investment  contract  hedging fixed income  securities  are
         carried on the statutory financial statements at the amortized cost, if
         any, versus at the estimated fair value of the contract;
       o Deferred  federal income taxes are not provided for unrealized gains or
         losses and the  temporary  differences  between the  statutory  and tax
         basis of assets and liabilities;
       o "Nonadmitted assets" (principally,  the airplane, prepaid insurance and
         expenses,  furniture,  equipment and certain  receivables) are excluded
         from the balance sheets through a direct charge to surplus;
       o The asset  valuation  reserve is recorded as a liability by a direct 
         charge to surplus;
       o The interest maintenance reserve defers recognition of interest-related
         gains  and  losses  from the  disposal  of  investment  securities  and
         amortizes   them  into  income  over  the  remaining   lives  of  those
         securities;
       o Reserves  established  for potential bond and mortgage loan defaults or
         real estate  impairments  are recorded as liabilities by direct charges
         to surplus;
       o Pension  expense  reflects  the  amount  funded  during  the  year  and
         disclosures  related to the pension plan are in  accordance  with ERISA
         requirements;
       o Assets and liabilities are recorded net of ceded reinsurance balances; 
         and
       o Deposits,  surrenders  and  benefits  on  universal  life and  annuity
         contracts are recorded in the statements of operations.

<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(1) Summary of Significant Accounting Policies, continued

    Basis of Presentation, Continued

    A reconciliation  of net income and surplus between amounts presented herein
    and amounts stated in conformity  with GAAP as of December 31 are as follows
    (in thousands):

    Net Income                                             1997          1996
    Statutory net income                                 $17,859       $16,447
    Adjustments:
       Federal income taxes                                1,555        (9,500)
       Deferred policy acquisition costs                  18,593        15,566
       Insurance reserves                                 (9,651)       (2,181)
       Investments                                          (414)        8,590
       Pension benefits                                    1,175        (1,457)
       Other                                              (1,877)       (2,365)
                                                          ------        ------
    GAAP net income                                      $27,240       $25,100
                                                          ======        ======

    Surplus                                                1997          1996
    -------                                                ----          ----
    Statutory surplus                                   $190,681      $163,304
    Adjustments:
       Federal income taxes                                7,436         6,576
       Deferred policy acquisition costs                 142,710       130,655
       Insurance reserves                                (71,352)      (61,701)
       Investments                                        37,409        33,231
       Employee benefits                                 (20,072)      (21,744)
       Dividends payable to policyholders                 11,890        11,635
       Other                                               5,211         2,955
                                                         -------       -------

    GAAP Surplus                                        $303,913      $264,911
                                                         =======       =======

    The effects of these  variances  on net income and  surplus at December  31,
    1998, although not reasonably  determinable as of this date, are presumed to
    be material.


    Valuation of Investments

    Investments  are  valued  as  prescribed  by  the  National  Association  of
    Insurance  Commissioners (NAIC). Fixed maturities and short-term investments
    are generally  carried at amortized  cost,  preferred  equity  securities at
    cost, common equity securities of unaffiliated  companies at fair value, and
    mortgage  loans  at  the  amount  of  outstanding   principal  adjusted  for
    unamortized  premiums  and  discounts.  Fixed  maturities  that the NAIC has
    determined  are impaired in value are carried at the lower of amortized cost
    or estimated fair value.  Real estate  acquired in  satisfaction  of debt is
    valued at the lower of the carrying value of the outstanding  mortgage loans
    or fair  value of the  acquired  real  estate  at time of  foreclosure.  The
    adjusted  basis  is   subsequently   depreciated.   Investments  in  limited
    partnerships  are included in other  invested  assets,  and  investments  in
    subsidiaries are carried at the Company's share of the underlying net equity
    of the investment.  Home office real estate is carried at depreciated  cost.
    Policy loans are stated at their aggregate unpaid balances.

    Realized gains and losses on the sale of investments  are reported in income
    based upon the first-in,  first-out  method.  The net  unrealized  gains and
    losses  attributable to the adjustment from book value to carrying value for
    all investments are reflected in surplus.


    Provision for Depreciation

    The provision for depreciation of real estate is computed on a straight-line
    basis using estimated  useful lives of the assets ranging from five to fifty
    years.



<PAGE>



                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(1) Summary of Significant Accounting Policies, continued

    Policy Reserves

    During  1988,  the  Company  began  using the 1980  Commissioners'  Standard
    Ordinary (C.S.O.)  Mortality Table. Prior to the adoption of the 1980 C.S.O.
    table,  reserves were recorded using the 1958 C.S.O.  table. The 1958 C.S.O.
    table is used with interest rate assumptions ranging from 2.5 percent to 5.0
    percent.  The 1980  C.S.O.  table is used  with  interest  rate  assumptions
    ranging from 3.5 percent to 5.5 percent. With respect to older policies, the
    mortality table and interest  assumptions vary from the American  Experience
    table  with 2.5 to 4 percent  interest  to the 1941  C.S.O.  table  with 2.5
    percent  interest.  Approximately  24  percent  of  the  life  reserves  are
    calculated on a net level reserve basis and 76 percent on a modified reserve
    basis.  The effect of the use of a modified  reserve  basis is to  partially
    offset the effect of immediately  expensing acquisition costs by providing a
    policy  reserve  increase  in the first  policy  year which is less than the
    reserve  increase in renewal  years.  Fixed  deferred  annuity  reserves are
    calculated using continuous  Commissioners' Annuity Reserve Valuation Method
    (CARVM) with interest assumptions ranging from 2.5 percent to 7.5 percent.

    Provision for Participating Policy Dividends

    The provision for  participating  policy  dividends is based on the board of
    directors'  determination  and declaration of an equitable  current dividend
    plus a provision  for such  dividend  expected  to be paid in the  following
    year, rather than being provided for ratably over the premium-paying  period
    in accordance  with dividend  scales  contemplated  at the time the policies
    were issued.  Participating business comprised 99.9 percent of ordinary life
    insurance in force and premiums received during 1998.

    Statutory Valuation Reserves

    The asset valuation reserve (AVR) provides a reserve for fluctuations in the
    values of invested assets,  primarily common stocks.  Changes in the AVR are
    charged or credited directly to surplus.

    An interest  maintenance  reserve  (IMR) is  maintained as prescribed by the
    NAIC for the purpose of stabilizing the surplus of the Company against gains
    and  losses  on  sales  of  fixed  income  investments  that  are  primarily
    attributable to changing  interest  rates.  The  interest-related  gains and
    losses are deferred and amortized  into income over the  remaining  lives of
    the securities.

    Electronic Data Processing Equipment

    Electronic  data  processing  equipment is carried at cost less  accumulated
    depreciation  of  $6,744,419  and  $6,023,003 at December 31, 1998 and 1997,
    respectively.  The equipment is being  depreciated  using the  straight-line
    method over a five-year period.

    Pension Costs

    Pension costs  relating to the  Company's  pension plans are computed on the
    basis of accepted actuarial methods.  The annual  contributions are computed
    according to the aggregate  funding method,  which produces an annual normal
    cost at each valuation  date. Such annual normal cost provides for spreading
    the excess of the  present  value of future  benefits  over the value of the
    assets  of the plan as a level  percentage  of  payroll  over the  remaining
    period of service of active  employees on the valuation  date based upon the
    actuarial  assumptions  adopted.  Gains  and  losses  which  arise  on  each
    valuation  date as the result of differences  between the actual  experience
    and that expected by the actuarial assumptions are spread over the remaining
    period of  service  of active  employees.  The  Company's  policy is to fund
    pension costs accrued.

    Risks and Uncertainties

    In  preparing  the  financial  statements,  management  is  required to make
    estimates  and  assumptions  that affect the reported  amounts of assets and
    liabilities  as of the date of the balance  sheets and revenues and expenses
    for the  period.  Actual  results  could  differ  significantly  from  those
    estimates.  The  following  elements of the  financial  statements  are most
    affected by the use of estimates and assumptions:
         o Investment valuations
         o Insurance reserves



<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY

                     Notes to Statutory Financial Statements

(1) Summary of Significant Accounting Policies, continued

    Risks and Uncertainties, continued

    The Company is subject to the risk that interest rates will change and cause
    a decrease in the value of its investments.  To the extent that fluctuations
    in interest  rates cause the duration of assets and  liabilities  to differ,
    the  Company  may have to sell assets  prior to their  maturity  and realize
    losses.  Interest  rate  exposure  for the  investment  portfolio is managed
    through  asset/liability  management  techniques  that  attempt to match the
    duration of the assets with the estimated  duration of the liabilities.  The
    Company had derivative financial  instruments at December 31, 1998 and 1997,
    which are discussed in note 2.

    The Company is subject to the risk that  issuers of  securities  or mortgage
    loans  owned  by the  Company  will  default  or  other  parties,  including
    reinsurers  who owe the Company money,  will not pay. The Company  minimizes
    this  risk  by  adhering  to  a  conservative  investment  strategy  and  by
    maintaining strong reinsurance and credit and collection policies.

    The Company is subject to the risk that the legal or regulatory  environment
    in which the Company  operates will change and create  additional  costs and
    expenses not  anticipated  by the Company in pricing its products.  In other
    words,  regulatory  initiatives  designed to reduce  insurer  profits or new
    legal theories may create costs for the insurer beyond those recorded in the
    financial  statements.  The Company  mitigates  this risk by  operating in a
    geographically  diverse  area,  thus  reducing  its  exposure  to any single
    jurisdiction;  closely  monitoring the regulatory  environment to anticipate
    changes; and by using underwriting  practices that identify and minimize the
    potential adverse impact of this risk.

    Disclosures about Fair Value of Financial Instruments

    Statement of Financial  Accounting  Standards  (SFAS) No. 107,  "Disclosures
    About Fair Value of  Financial  Instruments,"  requires  disclosure  of fair
    value  information  about  existing  on  and  off  balance  sheet  financial
    instruments.  In cases where quoted  market prices are not  available,  fair
    values  are  based on  estimates  using  present  value  or other  valuation
    techniques.  These techniques are significantly  affected by the assumptions
    used,  including  the  discount  rate and  estimates  of future  cash flows.
    Although  fair  value  estimates  are  calculated  using   assumptions  that
    management  believes are  appropriate,  changes in  assumptions  could cause
    these estimates to vary materially.  In that regard,  the derived fair value
    estimates cannot be substantiated by comparison to independent  markets and,
    in many  cases,  could not be realized in the  immediate  settlement  of the
    instruments. Certain financial instruments and all non-financial instruments
    are excluded from disclosure requirements.  Accordingly,  the aggregate fair
    value  amounts  presented  do not  represent  the  underlying  value  of the
    Company. In addition,  the tax ramifications of the related unrealized gains
    and losses can have a  significant  effect on fair value  estimates and have
    not been considered in the estimates.

    The following methods and assumptions were used by the Company in estimating
    its fair value disclosures for financial instruments:

       Cash, short-term investments, accrued investment income and policy loans:
       The carrying amounts  reported for these  instruments  approximate  their
       fair values because of the short-term nature of these instruments.

       Fixed maturities and equity securities:  Fair values for fixed maturities
       are based on quoted market prices where  available.  For fixed maturities
       not actively traded, fair values are estimated using values obtained from
       independent pricing services or, in the case of private  placements,  are
       estimated  by  discounting  expected  future  cash flows  using a current
       market rate  applicable to the yield,  credit quality and maturity of the
       investments. The fair values for unaffiliated equity securities are based
       on quoted  market  prices.  The carrying  values and fair value for these
       instruments is disclosed in note 2.

       Derivative financial instruments: The carrying values and fair value for
       these instruments is disclosed in note 2.

       Mortgage  loans on real estate:  The fair values for  mortgage  loans are
       estimated  using  discounted  cash  flow  analysis,   at  interest  rates
       currently  being  offered for similar  loans to  borrowers  with  similar
       credit  ratings.  Loans with similar  characteristics  are aggregated for
       purposes of the  calculations.  Fair values for  mortgages in default are
       reported at the estimated  fair value of the underlying  collateral.  The
       carrying and fair values for these instruments are disclosed in note 2.

       Other invested  assets:  The fair value of joint ventures and partnership
       interests  in  common  stock  approximate  their  carrying  values or are
       estimated using  discounted cash flow analysis.  The estimated fair value
       for  other  invested  assets  for  1998  and  1997  was  $16,596,994  and
       $10,163,876, respectively.
<PAGE>

                       CUNA MUTUAL LIFE INSURANCE COMPANY

                     Notes to Statutory Financial Statements

(1)  Summary of Significant Accounting Policies, continued

    Disclosures about Fair Value of Financial Instruments, continued

       Separate account assets and liabilities: The fair value of assets held in
       separate  accounts is based on quoted  market  prices.  The fair value of
       liabilities related to separate accounts is the amount payable on demand.
       The carrying  amounts reported in these accounts  approximate  their fair
       values.

       Investment contracts:  The fair values of the Company's liabilities under
       investment  type  insurance   contracts  are  estimated  using  the  cash
       surrender  value of the contracts.  The carrying value and estimated fair
       value of these liabilities were  $1,100,993,513  and  $1,096,826,483  for
       1998 and $1,242,817,910 and $1,233,846,222 for 1997, respectively.

    Derivative Financial Instruments

    The Company enters into derivatives,  primarily interest rate swaps and caps
    and stock index  futures to reduce  interest  rate  exposure  for  long-term
    assets,  to exchange fixed rates for floating interest rates and to increase
    or decrease  exposure to  selected  segments of the bond and stock  markets.
    Hedges of fixed maturity  securities  are stated at amortized  cost, if any,
    and hedges of equity  securities are stated at market value.  See note 2 for
    additional information related to these agreements.

    Net  interest  receivable  or payable on those  contracts  that hedge  risks
    associated  with interest  rate  fluctuations  are  recognized in the period
    incurred as an adjustment to investment  income.  Realized capital gains and
    losses  on  equity  swaps  are  recognized  in  the  period  incurred  as an
    adjustment  to net realized  capital  gains and losses.  Unrealized  capital
    gains and losses on equity swaps are charged or credited to surplus.

    Interest  rate cap  agreements  entitle  the  Company  to  receive  from the
    counter-parties  the amounts,  if any, by which the selected market interest
    rates exceed the strike rates stated in the  agreements.  The amount paid to
    purchase the  interest  rate caps is included in other  invested  assets and
    amortized  over the term of the  agreements  as an  adjustment to investment
    income.

    Separate Accounts

    Separate  account assets are funds of separate account  contractholders  and
    the Company,  segregated into accounts with specific investment  objectives.
    The assets are generally  carried at fair value. An offsetting  liability is
    maintained to the extent of contractholders' interests in the assets.

    Appreciation  or  depreciation  of the  Company's  interest in the  separate
    accounts,  including  undistributed  net investment  income, is reflected in
    policyholders' surplus.  Contractholders' interests in net investment income
    and realized and  unrealized  capital  gains and losses on separate  account
    assets are not reflected in operations.

    Statutory Accounting Practices

    The NAIC has developed a codification of Statements of Statutory  Accounting
    Principles  (SSAP's)  which,  pending  approval  of the Iowa  Department  of
    Commerce,  Insurance Division,  will take effect January 1, 2001. The effect
    of  adopting  the SSAP's will be reported  as an  adjustment  to  unassigned
    surplus on the effective date.  Although  generally  consistent with current
    accounting  practices,  there are  differences  that  could  have a material
    impact on the Company;  the ultimate  impact on  unassigned  surplus has not
    been determined.

    Reclassifications

    Certain amounts  previously  reported in prior years'  financial  statements
    have been reclassified to conform to the current year presentation.

(2) Investments

    Fixed Maturities

    The carrying value, gross unrealized gains and losses and the estimated fair
    value of  investments  in fixed  maturities as of December 31, 1998 and 1997
    are as follows (in thousands):


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(2) Investments, continued
<TABLE>
<CAPTION>
    Fixed Maturities, continued
                                                                     Gross                 Gross
                                             Carrying             unrealized            unrealized             Estimated
    Description                                value                 gains                losses              fair value
    1998:
<S>                                     <C>                       <C>                  <C>                  <C>      
    United States treasury
       and government securities         $     56,037              $  2,539             $      --             $  58,576
    States and political
       subdivisions securities                     38                    --                    --                    38
    Foreign government securities              16,433                 1,487                    --                17,920
    Corporate securities                      885,831                52,988                 1,629               937,190
    Mortgage-backed securities                524,821                 9,794                 3,703               530,912
    Other debt securities                      33,987                 1,963                    --                35,950
                                             --------                ------                 -----              --------
                                           $1,517,147               $68,771                $5,332            $1,580,586
                                             ========                ======                 =====              ========

    1997:
    United States treasury
       and government securities         $     62,478              $  1,532              $     38           $    63,972
    States and political
       subdivisions securities                     47                    --                    --                    47
    Foreign government securities              16,428                 1,154                    --                17,582
    Corporate securities                      989,245                49,050                 2,648             1,035,647
    Mortgage-backed securities                464,286                11,203                   349               475,140
    Other fixed maturities                     38,251                 1,640                    --                39,891
                                             --------                ------                 -----              --------
                                           $1,570,735               $64,579                $3,035            $1,632,279
                                             ========                ======                 =====              ========
</TABLE>

    A  provision  of  $408,937and  $361,018  at  December  31,  1998  and  1997,
    respectively,  has  been  provided  for  fixed  maturities  that  have  been
    determined by the NAIC to have an  impairment  in value.  In addition to the
    asset valuation reserve provision,  a loss contingency reserve of $1,700,000
    has been  established  at December 31, 1998 and 1997,  for  projected  fixed
    maturity losses.

    The  carrying  value  and  estimated  fair  value  of  investments  in fixed
    maturities as of December 31, 1998 are shown below by  contractual  maturity
    (in thousands).  Expected maturities will differ from contractual maturities
    because  borrowers may have the right to call or prepay  obligations with or
    without call or prepayment penalties.

                                                   Carrying          Estimated
                                                     value          fair value
       Due in 1 year or less                     $   307,807       $    326,471
       Due after 1 year through 5 years              392,658            417,246
       Due after 5 years through 10 years            270,020            282,911
       Due after 10 years                             21,841             23,045
                                                    --------           --------
                                                     992,326          1,049,673
       Mortgage-backed securities                    524,821            530,913
                                                    --------           --------
                                                  $1,517,147         $1,580,586
                                                    ========           ========

    The  average  duration  until  maturity  for  the  above  fixed  maturities,
    excluding mortgage-backed securities, is 3.51 years.

    Proceeds from sales of fixed  maturities were  $66,334,584,  $43,061,083 and
    $86,235,854  during  1998,  1997  and  1996,  respectively.  Gross  gains of
    $1,734,636,  $589,958 and $807,839 and gross losses of $1,885,632,  $137,218
    and  $3,080,341  were  realized  on  those  sales in  1998,  1997 and  1996,
    respectively.  Net realized capital gains (losses),  less applicable  income
    taxes of $3,207,823,  $1,852,451 and $974,141 were transferred to the IMR in
    1998, 1997 and 1996, respectively.



<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(2) Investments, continued

    Equity Securities

    The cost,  gross  unrealized  gains and losses,  and estimated fair value on
    unaffiliated equity securities are as follows (in thousands):
<TABLE>
<CAPTION>
                                                                           Gross            Gross           Estimated
                                                                        unrealized        unrealized          fair
                                                          Cost             gains            losses            value
                                                          ----             -----            ------            -----
<S>                                                    <C>                <C>              <C>               <C>   
    December 31, 1998
       Common stock                                     $55,551            20,297           (2,090)           73,758
       Preferred stock                                       71                --               (4)               67
    December 31, 1997
       Common stock                                     $44,298            14,010           (2,323)           55,985
       Preferred stock                                      102                 4               --               106
</TABLE>

    Mortgage Loans on Real Estate

    The Company's  mortgage  portfolio  consists  mainly of commercial  mortgage
    loans. The Company limits its  concentrations of credit risk by diversifying
    its  mortgage  loan  portfolio  so that  loans made in any one state are not
    greater than 20 percent (14 percent in Illinois) of the  aggregate  mortgage
    loan portfolio  balance and loans of no more than 2 percent of the aggregate
    mortgage loan portfolio balance are made to any one borrower. In addition to
    the  asset  valuation  reserve  provision,  a loss  contingency  reserve  of
    $2,000,000  has  been  provided  for  mortgage  loans on real  estate  as of
    December 31, 1998 and 1997.

    The carrying value and estimated fair value of mortgage loans as of December
    31, 1998 and 1997 are as follows (in thousands):

                                       Carrying                Estimated
                                         value                fair value
              1998                      $306,037                $328,591
              1997                       362,958                 385,689

    Assets Designated

    The carrying  values of assets  designated for regulatory  authorities as of
    December 31 are as follows (in thousands):
                                                 1998                    1997
                                                 ----                    ----
              Fixed maturities and
                 short-term investments       $1,527,512              $1,565,951
              Mortgage loans on real estate      306,037                 362,958
              Policy loans                       101,569                 101,061
                                                --------                --------
                                              $1,935,118              $2,029,970
                                                ========                ========

    Net Investment Income

    Components  of net  investment  income as of  December 31 are as follows (in
    thousands):
<TABLE>
<CAPTION>
                                                              1998                    1997                    1996
                                                              ----                    ----                    ----
<S>                                                        <C>                     <C>                     <C>     
              Fixed maturities                               $114,421                $123,395                $124,778
              Equity securities                                 1,198                     458                   1,744
              Mortgage loans on real estate                    29,057                  34,372                  37,968
              Investment real estate                            9,244                  10,158                  11,456
              Policy loans                                      6,664                   6,571                   6,513
              Other invested assets                            (2,244)                  4,711                   4,390
              Short-term investments                            2,175                   2,689                   2,222
              Derivative financial instruments                 (1,835)                 (1,445)                   (360)
              Other                                             2,911                      11                      79
                                                              -------                 -------                 -------
                  Gross investment income                     161,591                 180,920                 188,790
              Less investment expenses                         12,593                  12,728                  14,217
                                                              -------                 -------                 -------
                  Net investment income                      $148,998                $168,192                $174,573
                                                              =======                 =======                 =======
</TABLE>



<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(2) Investments, continued

    Realized Gains and Losses

    Net realized investment gains and losses as of December 31 are summarized as
    follows (in thousands):
    
<TABLE>
<CAPTION>
                                                              1998                    1997                    1996
                                                              ----                    ----                    ----
<S>                                                        <C>                       <C>                    <C>     
              Fixed maturities                              $(1,645)                  $1,843                 $(3,194)
              Equity securities                               3,832                    2,853                   6,466
              Mortgage loans on real estate                   2,965                    1,030                    (433)
              Investment real estate                            413                    3,056                     428
              Derivative financial instruments                 (108)                      --                  (3,068)
              Short-term investments and other
                 invested assets                                 --                       12                      --
                                                               ----                     ----                    ----
                                                              5,457                    8,794                     199
              Less:
                  Capital gains tax                           2,566                    3,057                    (946)
                  Transfer to interest maintenance reserve    3,208                    1,852                     974
                                                               ----                     ----                    ----
                  Net realized investment gains              $ (317)                  $3,885                $    171
                                                               ====                     ====                    ====
</TABLE>

    Investment Expenses
    The  Company  incurs  expense  in  managing  its  investment  portfolio  and
    producing  investment  income.  These  expenses,   which  include  salaries,
    brokerage  fees,  securities  custodial  fees,  real estate expenses and the
    like,  are deducted from  investment  income to determine the net investment
    income   reported  in  the  financial   statements.   

    Derivative   Financial Instruments  
    As of December 31, 1998,  the Company had an interest rate swap
    agreement with a major  financial  institution,  having a notional amount of
    $100 million. Under the agreement, the Company receives interest payments at
    a floating rate based on an interest  rate index,  which was 4.22 percent as
    of December 31, 1998,  and pays  interest on the same  notional  amount at a
    fixed  rate,  which was 6.96  percent.  Amounts  exchanged  as a part of the
    interest rate  differential  are accounted for as  adjustments to investment
    income.  This interest rate swap  agreement is scheduled to terminate in the
    year 2000.  As of December  31, 1998,  the fair value of the  interest  swap
    agreement  was  ($3,420,000).   This  negative  fair  value  represents  the
    estimated  amount the Company  would have to pay at December  31,  1998,  to
    cancel the contract or transfer it to another party.

    As of December 31, 1998,  the Company had three interest rate cap agreements
    with two major  financial  institutions,  having a total notional  amount of
    $500  million.  The  Company  paid  $2,280,000  for these  agreements  which
    terminate in 1999.  The  agreements  entitle the Company to receive from the
    counter-parties  the amounts,  if any, by which the selected market interest
    rates exceed the strike rates stated in the  agreements.  The amount paid to
    purchase the  interest  rate caps is included in other  invested  assets and
    amortized over the term of the agreements.  The fair value, which was -0- as
    of December 31, 1998,  represents  the  estimated  amount the Company  would
    receive if it transferred  the  agreements to another party.  As of December
    31, 1998, the carrying value of the caps was $514,860.

    In October  1998,  the Company  entered  into a one-year  total  return swap
    agreement.  The  purpose  is to  increase  exposure  to the high  yield bond
    market,  consistent  with the  Company's  strategic  asset  allocation.  The
    Company  pays  interest  on a notional  amount of $25  million  based on the
    one-month  LIBOR interest rate and receives the total return of a high yield
    bond index on the same notional amount.  Net settlements are made quarterly.
    The position is further  hedged by ownership of a $25 million  one-year bond
    that pays a floating  rate that is also based upon LIBOR.  The net effect is
    the  equivalent of a $25 million  investment in high yield fixed  maturities
    without  incurring  the  specific  credit  risks  and  transaction  costs of
    purchasing individual  securities.  As of December 31, 1998, the Company has
    recognized $510,808 of income relating to this derivative investment and its
    fair value was $575,000.

    During 1998,  the Company sold S&P Stock Index futures with a face amount of
    approximately $3.9 million.  The purpose of the sales was to reduce exposure
    to the domestic equity market, consistent with the Company's strategic asset
    allocation.  The futures  positions  were closed out prior to the end of the
    year with a loss of $108,448 after certain equity  investments were sold and
    the futures were no longer necessary.



<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(2) Investments, continued

    Derivative Financial Instruments, continued

    The Company is exposed to credit  losses in the event of  nonperformance  by
    the counter-parties to its swap and cap agreements. The Company anticipates,
    however,  that  the  counter-parties  will be able to  fully  satisfy  their
    obligations under the contracts. The Company monitors the credit standing of
    the  counter-parties.  The futures  contracts  are traded in an exchange and
    have no counter-party risk.

(3) Investment Real Estate

    A summary of investment real estate held as of December 31 is as follows (in
    thousands):
   
                                                     1998           1997
              Cost:
                Investment real estate              $83,537        $84,297
                Home office                          16,064         15,615
                                                     ------         ------
                                                     99,601         99,912
              Less accumulated depreciation          37,256         35,141
                                                     ------         ------
                                                    $62,345        $64,771
                                                     ======         ======

    Investment real estate and the home office  buildings are being  depreciated
    using the  straight-line  basis over the useful  lives of these  assets.  In
    addition  to the  asset  valuation  reserve  provision,  a loss  contingency
    reserve  of  $2,100,000  and  $2,350,000  at  December  31,  1998 and  1997,
    respectively, has been provided for investment real estate.

(4) Note Payable

    As of  December  31,  1998,  the Company has an  outstanding  liability  for
    borrowed  money in the  original  amount  of  $1,300,000  as a  result  of a
    non-recourse   interest-free   loan  and   grant   made  by  the   Community
    Redevelopment  Agency of the City of Los  Angeles,  California.  The loan is
    secured by real estate  property  with an  appraisal  value that exceeds the
    loan principal balance.  The loan will be amortized on a straight-line basis
    over 240 months beginning in September,  2001. The loan agreement includes a
    grant provision  forgiving 15 percent of the original  balance in September,
    2001 upon the fulfillment of conditions specified in the loan agreement.  It
    is the Company's opinion that these conditions have been fully satisfied.

(5) Affiliation and Transactions with Affiliates and Related Parties

    The Company has entered into an agreement of permanent affiliation with CUNA
    Mutual Insurance  Society (CMIS), a mutual  multi-line  insurer domiciled in
    Wisconsin.  The  agreement  is not a merger or  consolidation,  in that both
    companies  remain  separate  corporate  entities,  and both  continue  to be
    separately owned and ultimately controlled by their respective  policyholder
    groups,  who retain their voting rights without change.  The agreement terms
    include a provision for  reinsurance of each company's  individual  life and
    health  business,  joint  development  of  business  plans and  distribution
    systems for the sale of individual  insurance and financial service products
    within the credit union  market,  and a provision for the sharing of certain
    resources  and  facilities.   Expenses  relating  to  shared  resources  and
    facilities are allocated between the companies and their  subsidiaries under
    a jointly developed cost-sharing agreement.  Expenses are allocated based on
    specific  identification  or, if  indeterminable,  generally on the basis of
    usage or  benefit  derived.  These  transactions  give rise to  intercompany
    account  balances,  which are settled at least annually.  Subsequent to each
    year-end,  the  expense  allocation  process  is  subject  to review by each
    company.  Based on these reviews,  allocated expenses to each company may be
    adjusted,  if determined  necessary.  The Company's  allocated expenses were
    increased by $154,672,  $975,672 and $736,162,  during 1998,  1997 and 1996,
    respectively.

    On July 1,  1998,  the  Company  formed  a  non-insurance  subsidiary,  CMIA
    Wisconsin,  Inc.. This subsidiary employs  representatives who sell property
    and casualty  insurance  coverage on behalf of the CUNA Mutual  Group.  CMIA
    Wisconsin, Inc., is reimbursed for the costs associated with providing these
    employment  services by CUNA Mutual Insurance Agency,  Inc., a non-insurance
    affiliate, under terms of a service agreement between the two entities.

    Equity  security  investments  on December 31, 1998,  include the  Company's
    wholly  owned  subsidiaries,  Red  Fox  Motor  Hotel  Corporation  and  CMIA
    Wisconsin,  Inc.  and the 50  percent  ownership  of CIMCO Inc.  (CIMCO),  a
    non-insurance affiliate. The carrying value of the subsidiary investments on
    the Company's  books  amounted to $3,278,009  and $1,306,903 at December 31,
    1998 and 1997, respectively.  Included in net investment income for 1996 was
    dividend income of $1,328,364 from Century Life Insurance  Company (a former
    wholly owned subsidiary).
<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements


(5) Affiliation and Transactions with Affiliates and Related Parties, continued

    The Company allocates expenses to its subsidiaries.  These expenses, such as
    salaries, rents, depreciation,  and other operating expenses,  represent the
    subsidiaries'  share  of  expenses  and  are  allocated  based  on  specific
    identification  or, if  indeterminable,  generally  on the basis of usage or
    benefit  derived.  These  transactions  give  rise to  intercompany  account
    balances, which are settled monthly.

    The Company has a note  receivable from CUNA Mutual  Investment  Corporation
    (CMIC) with a stated  maturity date of January 15, 2011. The effective yield
    on the date of the  agreement was 10.62  percent.  The yield varies over the
    life of the note,  as both the yield and the payment  stream are  determined
    based on the pay-down  activity of an  underlying  notional  pool of Federal
    National Mortgage Association  mortgages.  The structure of this arrangement
    provides a hedge  against the  Company's  fixed  maturity  holdings,  as the
    return varies inversely with the return on the fixed maturity portfolio. The
    carrying  value of the note was $5.1  million  and $7.2  million at 1998 and
    1997, respectively, and is included in other invested assets.

    The  Company is party to an  agreement  with CIMCO for  investment  advisory
    services.  CIMCO, 50 percent of which is owned by the Company and 50 percent
    owned by CMIC, provides an investment program, which complies with policies,
    directives and guidelines  established by the Company.  For these  services,
    the  Company  paid  fees  to  CIMCO  totaling  $2,172,000,   $2,115,000  and
    $2,581,800, for 1998, 1997 and 1996, respectively.

    CUNA Mutual created its own proprietary mutual funds entitled MEMBERS Mutual
    Funds,  which became  available to the public in 1998. The carrying value of
    the Company's  investments in the funds was  $20,332,202  and $11,000,078 at
    1998 and 1997, respectively.


(6) Separate Accounts

    The Company has three separate  account  components.  The first component is
    used for the investment of premiums on flexible premium  variable  universal
    life insurance  policies and has nine subaccounts,  which invest exclusively
    in  shares  of a  single  corresponding  fund.  The  funds  consist  of  the
    following:  Capital  Appreciation Stock,  Growth and Income Stock,  Balanced
    (combination of common stock and bond),  Bond, Money Market,  Treasury 2000,
    International  Stock,  World  Governments,  and Emerging Growth.  The second
    component is used for the investment of group annuity  premium  deposits and
    has 10  subaccounts,  which invest in all but the Treasury  2000 fund,  plus
    High Income and Developing Markets subaccounts.  The third component is used
    for the investment of premiums  received on variable  annuity  contracts and
    has 10  subaccounts,  which invest in all but the Treasury  2000 fund,  plus
    High Income and Developing Markets subaccounts.

(7) Annuity Reserves and Deposit Liabilities

    The  withdrawal  characteristics  of the  Company's  annuity  contracts  and
    deposit funds as of December 31 are as follows (in thousands):
                                                         1998             1997
                                                         ----             ----
     Subject to discretionary withdrawal:
        With market value adjustments               $   724,535     $    581,114
        At book value, less surrender charge            298,044          431,984
        At market value                               1,181,132          749,944
        At book value, no charge or adjustment          714,170          710,936
                                                       --------         --------
                                                      2,917,881        2,473,978
        Not subject to discretionary withdrawal          41,091           39,800
                                                       --------         --------
                                                      2,958,972        2,513,778
        Reinsurance ceded                               395,706          437,765
                                                       --------         --------
                                                     $2,563,266       $2,076,013
                                                       ========         ========
(8) Reinsurance

    In  the  ordinary  course  of  doing  business,   the  Company  enters  into
    reinsurance  agreements  for the purpose of limiting its exposure to loss on
    any one  single  insured  or to  diversify  its risk and limit  its  overall
    financial  exposure.  The  Company  would  be  liable  in the  event  that a
    reinsurer is unable to meet the  obligations  assumed under the  reinsurance
    agreements.


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements


(8)       Reinsurance, continued


    The  effects  of  reinsurance  on premium  income  and on  benefit  expenses
incurred are as follows (in thousands):


                                               1998          1997         1996
                                               ----          ----         ----
    Premium income:
        Direct                               $458,408      $423,146     $371,031
        Assumed                                48,355        39,644       30,942
        Ceded                                  22,268        33,180       43,382
                                              -------       -------       ------
    Premium income, net of reinsurance       $484,495      $429,610     $358,591
                                              =======       =======       ======


    Benefit expenses:
        Direct                              $136,727      $100,413       $84,171
        Assumed                               13,875        11,266         8,421
        Ceded                                 13,667        12,501        11,328
                                             -------        ------         -----
    Benefit expenses, net of reinsurance    $136,935     $  99,178       $81,264
                                             =======        ======         =====



    All assumed  business in the above table is assumed from  affiliates and the
    amounts ceded includes $18,369,127,  $30,117,985 and $40,853,178 premiums as
    of  December  31,  1998,  1997  and  1996,  respectively,  and  $12,278,628,
    $11,140,828 and $10,214,240 benefits ceded as of December 31, 1998, 1997 and
    1996,  respectively,  to  affiliated  companies.  Policy  reserves and claim
    liabilities are net of reinsurance  balances of  $464,939,512,  $501,275,170
    and $534,173,135 at December 31, 1998, 1997 and 1996, respectively.

(9)      Federal Income Taxes

    The Company files a consolidated life/nonlife federal income tax return with
    its  subsidiaries,  Red Fox Motor Hotel  Corporation,  PLAN AMERICA Program,
    Inc., and CMIA of Wisconsin, Inc. The Company's policy is to collect from or
    refund to its  subsidiaries the amount of taxes applicable to its operations
    had it  filed a  separate  return.  Net  federal  income  taxes  payable  or
    recoverable  reflect  balances  payable to or due from  subsidiaries and the
    Internal Revenue Service (IRS) as follows (in thousands):
                                               1998                    1997
                                               ----                    ----
           Due from subsidiaries            $     --                 $     --
           Due (to)/from IRS                  (5,025)                   2,158
                                              ------                   ------
                                            $ (5,025)                $  2,158
                                              ------                    -----

<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(9) Federal Income Taxes, continued

    The actual  federal income tax expense  differs from  "expected" tax expense
    computed by applying the statutory  federal income tax rate of 35 percent to
    the earnings  before  federal  income taxes and net realized  capital  gains
    (losses) for the following reasons (in thousands):

<TABLE>
<CAPTION>
                                                          1998                      1997                      1996
                                                  Amount       Percent       Amount       Percent      Amount       Percent
<S>                                              <C>           <C>        <C>             <C>         <C>           <C>  
    Computed "expected" tax expense               $5,460        35.0%      $  9,164        35.0%       $8,396        35.0%
    Nontaxable investment income                  (2,587)      (16.58)       (1,419)       (5.4)       (4,159)      (17.3)
    Mutual life insurance company
       differential earnings tax                   3,450        22.12         4,200        16.0         2,599        10.8
    Deferred acquisition costs                       681         4.37         1,465         5.6           614         2.6
    Book and tax reserve change                   (1,569)      (10.06)         (670)       (2.6)        1,400         5.8
    Prior year over/under accrual                    (72)       (0.46)         (200)        (.8)       (1,500)       (6.3)
    General & administrative expenses               (543)       (3.48)
    Other, net                                      (619)       (3.97)          857         3.3           363         1.6
    Accrued policyholder dividends                   235         1.51        (1,189)           (4.5)       --          --
                                                   -----         ----        ------        ----         -----        ----
      Total federal income tax expense            $4,436        28.45%      $12,208        46.6%       $7,713        32.2%
                                                   =====         ====        ======        ====         =====        ====
</TABLE>

    The Company's  consolidated  federal  income tax return has been examined by
    the IRS through the year ending  December 31, 1994. The Company is currently
    under  examination  for the years ending  December 31, 1995 and December 31,
    1996.  The Company does not expect the  examination  to result in a material
    adjustment.

    Income tax expense (benefit) on net realized capital gains (losses) amounted
    to  $2,565,792,  $3,056,961,  and  ($946,308)  for  1998,  1997,  and  1996,
    respectively.  Of these amounts  $1,727,293,  $997,476,  and $524,540,  were
    transferred  to the IMR in 1998,  1997, and 1996,  respectively.  Net income
    taxes paid were $11,000,000, $12,500,000, and $16,000,000 in 1998, 1997, and
    1996, respectively.

(10) Benefit Plans

    Defined Benefit Pension Plans

    The Company has two noncontributory defined benefit pension plans that cover
    substantially  all employees and agents who meet  eligibility  requirements.
    Until  December 12, 1997,  the pension  plans were funded  through a Deposit
    Administration  contract  issued by the Company.  On December 12, 1997,  the
    Company transferred the plan assets from the Deposit Administration contract
    to State Street Bank and Trust  Company as trustee.  The amount  transferred
    was $43,871,243  for the defined benefit pension plans.  Plan assets are now
    invested  primarily in the Ultra  Series  Funds,  a family of mutual  funds,
    which serves as the investment vehicle for the Company's variable insurance,
    annuity and pension  products.  The total pension expense for 1998, 1997 and
    1996 was $2,614,251, $2,673,924 and $673,542, respectively.

    The actuarial present value of accumulated plan benefits and plan net assets
    available for benefits for the Company's pension plans as of January 1, 1998
    and 1997 are as follows (in thousands):

                                                               1998       1997
                                                               ----       ----
    Actuarial present value of accumulated plan benefits
       Vested                                                $35,556    $ 32,101
       Nonvested                                                 741       1,008
                                                              ------      ------
                                                             $36,297    $ 33,109
                                                              ======      ======
    Net assets available for benefits                        $54,074    $ 46,944
                                                              ======      ======


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(10) Defined Benefit Pension Plans, continued

    The  discount  rate  used in  determining  the  actuarial  present  value of
    accumulated plan benefits on the two plans was 7 percent for 1998 and 1997.

    Defined Contribution Pension Plans

    The Company has two defined  contribution  plans  (401[k] and thrift)  which
    cover  all  regular   full-time   employees  and  agents  who  meet  certain
    eligibility requirements. Under the plans, the Company contributes an amount
    equal to 50 percent of the  employees'  contributions,  up to a maximum of 3
    percent  of  the  employees'  salaries.   The  Company   contributions  were
    approximately  $1,212,000,  $997,500  and  $1,141,000  for the  years  ended
    December 31, 1998, 1997 and 1996, respectively.

    Nonqualified Pension Plans

    In  addition to the defined  benefit  pension  plans  mentioned  above,  the
    Company  has also  established  three  deferred  compensation  plans and two
    supplemental  benefit plans.  The deferred  compensation  plans are the CUNA
    Mutual Life  Insurance  Company  Deferred  Compensation  Plan for Agents and
    Managers,  which had a liability of $759,110 and $651,858 as of December 31,
    1998 and 1997, respectively; the CUNA Mutual Life Insurance Company Deferred
    Compensation  Plan for Home  Office  Employees,  which  had a  liability  of
    $328,758 and $347,617 as of December  31, 1998 and 1997,  respectively;  and
    the CUNA Mutual Life Insurance  Company Special Deferred  Compensation  Plan
    for Managers,  which had a liability of $510,264 and $449,457 as of December
    31, 1998 and 1997, respectively.

    The  supplemental  retirement  plans include the CUNA Mutual Life  Insurance
    Company Supplemental Retirement Plan for Agents and Managers, which replaces
    the loss of  benefits  under the  regular  pension  plan which  occurs  when
    deferred  compensation is removed from an agent's or manager's earnings base
    in order to calculate  pension  benefits.  The balance of the  liability for
    this  plan is  $309,590  and  $367,199  as of  December  31,  1998 and 1997,
    respectively.  The other  plan is the CUNA  Mutual  Life  Insurance  Company
    Supplemental  Retirement Plan for Home Office Employees,  which replaces the
    loss of benefits  under the regular  pension plan which occurs when deferred
    compensation is removed from a home office employee's earnings base in order
    to calculate pension benefits. The balance of the liability for this plan is
    $21,662 and $45,052 as of December 31, 1998 and 1997, respectively.

    Post-retirement Benefit Plans

    The  Company  provides  certain  medical  and life  insurance  benefits  for
    retirees  and their  beneficiaries  and covered  dependents.  The  Company's
    medical  benefit plan provides  subsidized  coverage  after  retirement  for
    eligible full-time employees and agents, their spouses,  and dependents,  up
    to age 65. Starting at age 65, retirees pay the full cost of their coverage.
    Additionally,  the  Company  provides  group  term  life  insurance  for its
    retirees,  the face amount of which is based on the  individual's  salary at
    retirement.  The cost of  post-retirement  benefits  other than  pensions is
    recognized by the Company during the employee's active working careers.  The
    Company  adopted  this  accounting  policy as of  January  1,  1992,  and is
    amortizing the related initial impact over twenty years.

    The  following  information  is presented on a combined  plan basis and sets
    forth the accumulated  post-retirement benefit obligation, the liability for
    such obligations included in the accompanying Company financial  statements,
    and the  post-retirement  benefit  expense at December 31, 1998 and 1997 (in
    thousands):

                                                             1998       1997
                                                             ----       ----
         Accumulated post-retirement benefit obligation:
             Active plan participants                      $ 2,746     $ 2,716
             Inactive plan participants                      5,870       5,224
                                                             -----       -----
                                                             8,616       7,940

         Transition obligation                              (1,599)     (1,731)
         Unrecognized loss                                  (1,704)     (2,061)
         Unrecognized prior service cost                       (32)        (44)
                                                             -----       -----
             Accrued post-retirement benefit cost          $ 5,281     $ 4,104
                                                             =====       =====


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(9) Benefit Plans, continued

    Post-retirement Benefit Plans, continued

    Net periodic  post-retirement  benefit expense for 1998 and 1997,  including
    the following components (in thousands):

                                                                1998        1997
                                                                ----        ----
     Service cost                                            $    563   $    889
     Interest cost on projected benefit obligation                617        489
     Amortization
         Prior service cost                                        12         12
         Transition obligation                                    133        133
         Unrecognized loss                                        252        553
                                                                -----      -----
            Net periodic post-retirement benefit expense      $ 1,577    $ 2,076
                                                                =====      =====

     The weighted average discount rate used in determining the  post-retirement
     benefit  obligation  at December 31, 1998 and 1997,  was 7.5  percent;  the
     initial  health care cost trend rate was 9.0 percent,  trending  down to an
     ultimate rate of 5.0 percent; and the weighted average rate of compensation
     increase was 5.0 percent.  The health care cost trend rate assumption has a
     significant effect on the amounts reported.  To illustrate,  increasing the
     assumed health care cost trend rates by one  percentage  point in each year
     would increase the  post-retirement  benefit  obligation as of December 31,
     1998, by $2,322,112  and the estimated  eligibility  cost and interest cost
     components  of net  periodic  post-retirement  benefit  cost  for  1998  by
     $373,296.

(11) Commitments and Contingencies

     The Company  participates in a securities  lending program.  All securities
     loaned are fully collateralized with cash, U.S. government  securities,  or
     irrevocable bank letters of credit.  At December 31, 1998, the par value of
     securities loaned by the Company totaled $9,935,000.

     The Company had no outstanding loan commitments at December 31, 1998.

     The  Company is a defendant  in various  legal  actions  arising out of the
     conduct of its business.  In the opinion of management  and in-house  legal
     counsel,  the ultimate  liability,  if any, resulting from all such pending
     actions will not  materially  affect the  financial  position or results of
     operations of the Company.

<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                      Schedule I - Summary of Investments -
                    Other than Investments in Related Parties
                                December 31, 1998

<TABLE>
<CAPTION>
                                                                                                         Amount at which
                                                                                                          shown in the
                                                                                                       Statutory Statement
                                                                                                       of Admitted Assets,
                                                              Cost                    Value          Liabilities and Surplus
Fixed maturities:
   Bonds:
<S>                                                     <C>                      <C>                      <C>       
     United States government and government
       agencies and authorities                         $    53,036,590             58,575,230               56,036,590
     States, municipalities and political subdivisions           38,258                 38,000                   38,258
     Foreign governments                                     16,432,837             17,920,005               16,432,837
     Corporate securities                                   886,239,900            937,190,444              885,830,963
     Foreign corporate securities                            33,986,628             35,949,852               33,986,628
     Mortgage-backed securities                             524,821,267            230,912,759              524,821,267
                                                           ------------           ------------             ------------
       Total fixed maturities                             1,517,555,480          1,580,586,290            1,517,146,543
                                                           ============           ============             ============

Equity securities:
   Common stocks:
     Public utilities                                         2,066,808              2,001,150                2,001,150
     Banks, trust and insurance companies                     3,792,264              5,762,058                5,762,055
     Industrial, miscellaneous and all other                 49,691,636             65,995,304               65,995,304
   Non-redeemable preferred stocks                               71,222                 71,222                   71,222
                                                           ------------           ------------             ------------
       Total equity securities                               55,621,930             73,829,734               73,829,731
                                                           ------------           ============             ------------
                                                                                  

Mortgage loans on real estate                               306,036,561                                     306,036,561
Investment real estate                                       14,195,998                                      14,195,998
Real estate acquired in satisfaction of debt                 48,149,533                                      48,149,533
Policy loans                                                101,568,838                                     101,568,838
Other long-term investments                                  16,799,356                                      16,799,356
Investment receivable                                        19,886,019                                      19,886,019
Short-term investments                                       74,481,372                                      74,481,372
                                                           ------------                                    ------------
       Total investments                                 $2,154,295,087                                   2,172,093,951
                                                           ============                                    ============
</TABLE>


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
               Schedule III - Supplementary Insurance Information
                  Years Ended December 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>
                                                           Future
                                                           policy                              Other
                                                          benefits,                           policy
                                        Deferred           losses,                            claims
                                         policy            claims                               and
                                       acquisition        and loss          Unearned         benefits           Premium
Segment                                   costs           expenses          premiums          payable           revenue

<S>                                    <C>               <C>                <C>               <C>             <C>        
Year ended December 31, 1998:
   Life insurance                      $   --            1,764,656,059         --             9,850,063       687,827,795
                                        =========         ============      ========          =========       ===========

Year ended December 31, 1997:
   Life insurance                      $   --            1,838,556,204         --             7,181,708       588,628,879
                                        =========         ============      ========          =========       ===========

Year ended December 31, 1996:
   Life insurance                      $   --            1,911,927,116         --             5,816,767       456,216,468
                                        =========         ============      ========          =========       ===========






                                                          Benefits        Amortization
                                                           claims          of deferred
                                           Net           losses and          policy            Other
                                       investment        settlement        acquisition       operating          Premium
                                         income           expenses            costs          expenses           written

Year ended December 31, 1998:
   Life insurance                      $148,998,386       307,608,912          --           110,315,105           --
                                        ===========       ===========       ========         ==========        ========

Year ended December 31, 1997:
   Life insurance                      $168,191,667       253,871,140          --           108,657,518           --
                                        ===========       ===========       ========         ==========        ========

Year ended December 31, 1996:
   Life insurance                      $174,573,265       268,333,774          --            61,758,217           --
                                        ===========       ===========       ========         ==========        ========

</TABLE>


<PAGE>


                       CUNA MUTUAL LIFE INSURANCE COMPANY
                            Schedule IV - Reinsurance
                  Years Ended December 31, 1998, 1997 and 1996
<TABLE>
<CAPTION>
                                                                             Assumed                          Percentage
                                                       Ceded to other      from other                          of amount
                                      Gross amount        companies         companies       Net amount      assumed to net

<S>                                 <C>                  <C>              <C>              <C>                  <C>  
Year ended December 31, 1998:
   Life insurance in force           $ 11,220,070,381     2,032,638,000    2,805,647,619    11,993,080,000       23.4%
                                       ==============      ============     ============     =============      ======

   Premiums
     Life insurance                  $    456,220,390        21,482,248       31,465,273       466,203,415
     Accident and health insurance          2,187,481           785,275       16,889,420        18,291,626
                                       --------------      ------------     ------------     -------------

       Total premiums                $    458,407,871        22,267,523       48,354,693       484,495,041       10.0%
                                       ==============      ============     ============     =============      ======

Year ended December 31, 1997:
   Life insurance in force           $ 11,011,821,402     1,730,140,000    2,358,526,598    11,640,208,000       20.3%
                                       ==============      ============     ============     =============      ======

   Premiums
     Life insurance                  $    421,255,332        32,540,795       26,009,624       414,724,161
     Accident and health insurance          1,891,033           639,302       13,633,904        14,885,635
                                       --------------      ------------     ------------     -------------

       Total premiums                $    423,146,365        33,180,097       39,643,528       429,609,796        9.2%
                                       ==============      ============     ============     =============      ======

Year ended December 31, 1996:
   Life insurance in force           $ 11,034,287,601     1,593,020,119    1,950,126,518    11,391,394,000       17.1%
                                       ==============      ============     ============     =============      ======

   Premiums
     Life insurance                  $    369,320,913        42,927,795       20,190,933       346,584,051
     Accident and health insurance          1,709,891           454,396       10,751,785        12,007,280
                                       --------------      ------------     ------------     -------------

       Total premiums                $    371,030,804        43,382,191       30,942,718       358,591,331        8.6%
                                       ==============      ============     ============     =============      ======
</TABLE>


<PAGE>


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
CUNA Mutual Life Insurance Company:

We have  audited the  accompanying  statutory  statements  of  admitted  assets,
liabilities,  and surplus of CUNA Mutual Life  Insurance  Company as of December
31, 1998 and 1997, and the related statutory  statements of operations,  changes
in unassigned  surplus,  and cash flows for each of the years in the  three-year
period ended  December 31, 1998. In connection  with our audits of the financial
statements,  we also have audited the financial  statement schedules I, III, and
IV.  These  financial  statements  and  financial  statement  schedules  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements and financial statement schedules based on
our audits.

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

As  described  more fully in note 1 to the  financial  statements,  the  Company
prepared these financial  statements  using accounting  practices  prescribed or
permitted  by  the  Iowa  Department  of  Commerce,  Insurance  Division,  which
practices differ from generally accepted accounting  principles.  The effects of
the variances  between the statutory basis of accounting and generally  accepted
accounting  principles  on the  1997  and  1996  financial  statements  are also
described  in note 1.  The  effects  of such  variances  on the  1998  financial
statements,  although not reasonably  determinable as of this date, are presumed
to be material.

In our  opinion,  because of the effects of the matters  discussed  in the third
paragraph  of this report,  the  financial  statements  referred to above do not
present fairly, in conformity with generally accepted accounting principles, the
financial position of CUNA Mutual Life Insurance Company as of December 31, 1998
and 1997,  or the  results of its  operations  or its cash flows for each of the
years in the three-year period ended December 31, 1998.

Also, in our opinion, the financial statements referred to above present fairly,
in all material respects,  the admitted assets,  liabilities and surplus of CUNA
Mutual Life Insurance  Company as of December 31, 1998 and 1997, and the results
of its  operations  and its cash  flows for each of the years in the  three-year
period ended December 31, 1998, on the basis of accounting  described in note 1.
Also, in our opinion, the related financial statement schedules, when considered
in relation to the basic financial statements, taken as a whole, present fairly,
in all material respects, the information set forth therein.


                                                 KPMG PEAT MARWICK LLP
Des Moines, Iowa
March 19, 1999
<PAGE>
                                     PART C

                                OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a)      Financial Statements

         All required financial statements are included in Part B.

(b)      Exhibits

         1.       Certified resolution of the board of directors of Century Life
                  of  America  (the  "Company")  establishing  Century  Variable
                  Annuity  Account  (the  "Account").   Incorporated  herein  by
                  reference to  post-effective  amendment  number 5 to this Form
                  N-4 registration  statement (File No. 33-73738) filed with the
                  Commission on April 19, 1996.

         2.       Not Applicable.

         3. (a)   Distribution  Agreement  Between  CUNA Mutual  Life  Insurance
                  Company and CUNA Brokerage Services, Inc. for Variable Annuity
                  Contracts  dated  January  1,  1997.  Incorporated  herein  by
                  reference to  post-effective  amendment  number 6 to this Form
                  N-4 registration  statement (File No. 33-73738) filed with the
                  Commission on April 18, 1997.

            (b)   Servicing  Agreement  related  to the  Distribution  Agreement
                  between CUNA Mutual Life Insurance  Company and CUNA Brokerage
                  Services, Inc. for Variable Annuity Contracts dated January 1,
                  1997.  Incorporated  herein  by  reference  to  post-effective
                  amendment  number 6 to this  Form N-4  registration  statement
                  (File No.  33-73738)  filed with the  Commission  on April 18,
                  1997.

         4. (a)   Variable Annuity Contract. Incorporated herein by reference to
                  post-effective   amendment   number   6  to  this   Form   N-4
                  registration  statement  (File No.  33-73738)  filed  with the
                  Commission on April 18, 1997.

            (b)   State Variations to Contract Form No. 2800.

            (c)   TSA   Endorsement.   Incorporated   herein  by   reference  to
                  post-effective   amendment   number   7  to  this   Form   N-4
                  registration  statement  (File No.  33-73738)  filed  with the
                  Commission on April 17, 1998.

            (d)   IRA   Endorsement.   Incorporated   herein  by   reference  to
                  post-effective   amendment   number   6  to  this   Form   N-4
                  registration  statement  (File No.  33-73738)  filed  with the
                  Commission on April 18, 1997.

            (e)   Roth IRA Endorsement.

            (f)   Executive  Benefit Plan  Endorsement.  Incorporated  herein by
                  reference to  post-effective  amendment  number 8 to this Form
                  N-4 registration  statement (File No. 33-73738) filed with the
                  Commission on February 24, 1999.

         5. (a)   Variable Annuity Application. Incorporated herein by reference
                  to  post-effective   amendment  number  8  to  this  Form  N-4
                  registration  statement  (File No.  33-73738)  filed  with the
                  Commission on February 24, 1999.

            (b)   State Variations to Application Form No. 1676.

            (c)   State Variations to Application Form No. 99-VAAPP.

         6. (a)   Certificate of Existence of the Company.  Incorporated  herein
                  by reference to post-effective amendment number 5 to this Form
                  N-4 registration  statement (File No. 33-73738) filed with the
                  Commission on April 19, 1996.

            (b)   Articles of Incorporation of the Company.  Incorporated herein
                  by reference to post-effective amendment number 6 to this Form
                  N-4 registration  statement (File No. 33-73738) filed with the
                  Commission on April 18, 1997.

            (c)   Bylaws of the  Company.  Incorporated  herein by  reference to
                  post-effective   amendment   number   6  to  this   Form   N-4
                  registration  statement  (File No.  33-73738)  filed  with the
                  Commission on April 18, 1997.

         7.       Not Applicable.

         8. (a)   Letter  Agreement  between Rowe  Price-Fleming  International,
                  Inc. and the Company dated April 1, 1997.  Incorporated herein
                  by reference to post-effective amendment number 8 to this Form
                  N-4 registration  statement (File No. 33-73738) filed with the
                  Commission on February 24, 1999.

            (b)   Participation  Agreement between MFS Variable  Insurance Trust
                  and the Company dated November 21, 1997.  Incorporated  herein
                  by reference to post-effective amendment number 8 to this Form
                  N-4 registration  statement (File No. 33-73738) filed with the
                  Commission on February 24, 1999.

            (c)   Participation  Agreement between Oppenheimer  Variable Account
                  Funds, OppenheimerFunds,  Inc. and the Company, dated February
                  20, 1997.  Incorporated  herein by reference to post-effective
                  amendment  number 8 to this  Form N-4  registration  statement
                  (File No.  33-73738) filed with the Commission on February 24,
                  1999.

            (d)   Participation  Agreement between  Templeton  Variable Products
                  Series Fund,  Franklin  Templeton  Distributors,  Inc. and the
                  Company dated March 31, 1997. Incorporated herein by reference
                  to  post-effective   amendment  number  8  to  this  Form  N-4
                  registration  statement  (File No.  33-73738)  filed  with the
                  Commission on February 24, 1999.

         9.       Opinion  of  Counsel   from   Barbara   L.   Secor,   Esquire.
                  Incorporated  herein by reference to post-effec tive amendment
                  number 7 to tis  Form N-4  registration  Statement  (File  No.
                  33-73738) filed with the Commission on April 17, 1998.

         10.      KPMG Peat Marwick LLP Consent.

         11.      Not applicable.

         12.      Not applicable.

         13.      Schedules of Performance Data Computation. Incorporated herein
                  by reference to post-effective amendment number 8 to this Form
                  N-4 registration  statement (File No. 33-73738) filed with the
                  Commission on February 24, 1999.

         14.      Financial Data Schedule electronic submission (Exhibit 27).

         Power of Attorney.  Incorporated  herein by reference to post-effective
         amendment  number 8 to this Form N-4  registration  statement (File No.
         33-73738) filed with the Commission on February 24, 1999.
<PAGE>
Item 25.  Directors and Officers of the Company

Name                            Position/Office

Directors

James C. Barbre**               Director
Robert W. Bream**               Director
Wilfred F. Broxterman**         Director
James L. Bryan**                Director & Secretary
Loretta M. Burd**               Director
Ralph B. Canterbury**           Director
Joseph N. Cugini**              Director & Treasurer
Rudolf J. Hanley**              Director
Jerald R. Hinrichs**            Director
Michael B. Kitchen**            Director
Robert T. Lynch**               Director
Brian L. McDonnell**            Director
C. Alan Peppers**               Director
Omer K. Reed**                  Director
Richard C. Robertson**          Director
Rosemarie M. Shultz**           Director
Neil A. Springer**              Director & Vice Chairman
Farouk D.G. Wang**              Director
Larry T. Wilson**               Director & Chairman of the Board

Executive Officers

Wayne A. Benson**               CUNA Mutual Life Insurance Company*
                                Chief Officer - Sales

Michael S. Daubs**              CUNA Mutual Life Insurance Company*
                                Chief  Officer - Investments

John A. Gibson**                CUNA Mutual Life Insurance Company*
                                Chief  Officer - Marketing

James M. Greaney**              CUNA Mutual Life Insurance Company*
                                Chief Officer - Corporate Services

Richard J. Keintz**             CUNA Mutual Life Insurance Company*
                                Chief Officer - Finance and Information Services

Michael B. Kitchen**            CUNA Mutual Life Insurance Company*
                                President and Chief Executive Officer


Reid A. Koenig***               CUNA Mutual Life Insurance Company*
                                Chief Officer - Operations

Daniel E. Meylink, Sr.**        CUNA Mutual Life Insurance Company*
                                Chief Officer - Member Services

Kevin G. Shea**                 CUNA Mutual Life Insurance Company*
                                Chief Officer - Lending Services

John M. Waggoner**              CUNA Mutual Life Insurance Company*
                                Chief Officer - Legal

*        CUNA Mutual Life Insurance Company entered into a permanent affiliation
         with the CUNA Mutual  Insurance  Society on July 1, 1990. Those persons
         marked with an "*" hold  identical  titles  with CUNA Mutual  Insurance
         Society.  The most recent position has been given for those persons who
         have held more  than one  position  with  CUNA  Mutual  Life  Insurance
         Company  or CUNA  Mutual  Insurance  Society  during the last five year
         period.
**       Principal  place of  business  is 5910  Mineral  Point  Road,  Madison,
         Wisconsin 53705.
***      Principal place of business is 2000 Heritage Way, Waverly, Iowa 50677.
<PAGE>
Item 26.  Persons  Controlled  by or Under Common  Control With the Depositor or
Registrant.  The registrant is a segregated  asset account of the Company and is
therefore  owned and  controlled  by the  Company.  The Company is a mutual life
insurance   company  and  therefore  is   controlled   by  its   contractowners.
Nonetheless,  various companies and other entities are controlled by the Company
and may be  considered  to be under common  control with the  registrant  or the
Company. Such other companies and entities,  together with the identity of their
controlling  persons  (where  applicable),   are  set  forth  on  the  following
organization charts.

In addition,  as described in the prospectus under the caption "CUNA Mutual Life
Insurance Company," by virtue of an Agreement of Permanent Affiliation with CUNA
Mutual Insurance  Society ("CUNA Mutual"),  the Company and the registrant could
be considered to be affiliated persons of CUNA Mutual. Likewise, CUNA Mutual and
its affiliates,  together with the identity of their controlling  persons (where
applicable), are set forth on the following organization charts.

                   See organization charts on following page.
<PAGE>
                          CUNA Mutual Insurance Society
                  ORGANIZATIONAL CHART AS OF DECEMBER 31, 1998

CUNA Mutual Insurance Society
Business: Life, Health & Disability Insurance
May 20, 1935*
State of domicile: Wisconsin

CUNA Mutual Insurance Society,  either directly or indirectly is the controlling
company of the following wholly-owned subsidiaries:

         1.       CUNA Mutual Investment Corporation
                  Business: Holding Company
                  September 15, 1972*
                  State of domicile: Wisconsin

CUNA Mutual Investment Corporation is the owner of the following subsidiaries:

                  a.       CUMIS Insurance Society, Inc.
                           Business: Corporate Property/Casualty Insurance
                           May 23, 1960*
                           State of domicile: Wisconsin

                  CUMIS  Insurance  Society,  Inc.  is  the  100%  owner  of the
                  following subsidiary:

                           (1)      Credit  Union Mutual  Insurance  Society New
                                    Zealand Ltd.

                                    Business: Fidelity Bond Coverage
                                    November l, 1990*
                                    State of domicile: Wisconsin

                  b.                CUNA Brokerage Services, Inc.
                                    Business: Brokerage
                                    July 19, 1985*
                                    State of domicile: Wisconsin

                  c.                CUNA Mutual General Agency of Texas, Inc.
                                    Business: Managing General Agent
                                    August 14, 1991*
                                    State of domicile: Texas

                  d.                MEMBERS Life Insurance Company
                                    Business: Credit Disability/Life/Health
                                    February 27, 1976*
                                    State of domicile: Wisconsin
                                    Formerly CUMIS Life & CUDIS

                  e.                International Commons, Inc.
                                    Business: Special Events
                                    January 13, 1981*
                                    State of domicile: Wisconsin

                  f.                CUNA Mortgage Corporation
                                    Business: Mortgage Servicing
                                    November 20, 1978*
                                    State of domicile: Wisconsin

                           (1)      CU Mortgage Corporation Inc.
                                    Business:  Mortgage Servicing
                                    May 28, 1987*
                                    State of domicile:  California

                  g.                Investors Equity Insurance Company, Inc.
                                    Business: Private Mortgage Insurance
                                    April 14, 1994*
                                    State of Domicile: California

                  h.                CUNA Mutual Insurance Agency, Inc.
                                    Business: Leasing/Brokerage
                                    March 1, 1974*
                                    State of domicile: Wisconsin
                                    Formerly CMCI Corporation

                  i.                Stewart Associates Incorporated
                                    Business:  Credit Insurance
                                    March 6, 1998
                                    State of domicile:  Wisconsin

CUNA  Mutual  Insurance  Agency,  Inc.  is  the  100%  owner  of  the  following
subsidiaries:

(1)      CM Field Services, Inc.
         Business: Serves Agency Field Staff
         January 26,1994*
         State of domicile: Wisconsin

(2)      CUNA Mutual Insurance Agency of Alabama, Inc.
         Business: Property & Casualty Agency
         May 27, 1993*
         State of domicile: Alabama

(3)      CUNA Mutual Insurance Agency of New Mexico, Inc.
         Business: Brokerage of Corporate & Personal Lines
         June 10, 1993*
         State of domicile: New Mexico

(4)      CUNA Mutual Insurance Agency of Hawaii, Inc.
         Business: Property & Casualty Agency
         June 10, 1993*
         State of domicile: Hawaii

(5)      CUNA Mutual Casualty Insurance Agency of Mississippi, Inc.
         Business: Property & Casualty Agency
         June 24, 1993 *
         State of domicile: Mississippi

(6)      CUNA Mutual Insurance Agency of Kentucky, Inc.
         Business: Brokerage of Corporate & Personal Lines
         October 5, 1994*
         State of domicile: Kentucky

(7)      CUNA Mutual Insurance Agency of Massachusetts, Inc.
         Business: Brokerage of Corporate & Personal Lines
         January 27, 1995*
         State of domicile: Massachusetts

2.       C.U.I.B.S. Pty. Ltd.
         Business: Brokerage
         February 18,1981*
         Country of domicile: Australia

3.       CUNA Caribbean Insurance Society Limited
         Business:  Life and Health
         July 4, 1985*
         Country of domicile:  Trinidad and Tobago

* Dates shown are dates of acquisition, control or organization.

CUNA  Mutual  Insurance  Society,  either  directly  or  through a  wholly-owned
subsidiary, has a partial ownership interest in the following:

1.       C. U. Family Insurance Services, Inc./Colorado
         50% ownership by CUNA Mutual Insurance Agency, Inc.
         50% ownership by Colleague Services Corporation
         September 1, 1981

2.       C. U. Insurance Services, Inc./Oregon
         50% ownership by CUNA Mutual Insurance Agency, Inc.
         50% ownership by Oregon Credit Union League
         December 27, 1989

3.       CUFIS of New York, Inc.
         50% ownership by CUNA Mutual  Insurance  Agency,  Inc. 50% ownership by
         CUC Services, Inc.
         March 28, 1991

4.       The CUMIS Group Limited
         63.449% ownership by CUNA Mutual Insurance Society (as of 12-31 -96)

5.       CIMCO Inc. (CIMCO)
         50% ownership by CUNA Mutual  Investment  Corporation  50% ownership by
         CUNA Mutual Life Insurance Company January 1, 1992

6.       GWARANT, Ltd.
         50%  ownership  by CUNA  Mutual  Insurance  Society  50%  ownership  by
         Foundation for Polish Credit Unions February 18, 1994

7.       CUNA Mutual Insurance Agency of Ohio, Inc.
         1% of value owned by Michael Corcoran (CUNA Mutual Employee) subject to
         a voting trust agreement, Michael B. Kitchen as Voting Trustee.
         99% of value-owned by CUNA Mutual  Insurance  Agency,  Inc. Due to Ohio
         regulations,  CUNA Mutual Insurance Agency,  Inc. holds no voting stock
         in this corporation.
         June 14, 1993

8.       SECURITY Management Company, Ltd. (Hungary)
         90% ownership by CUNA Mutual Insurance Society
         10% ownership by: Federation of Savings Cooperatives
         Savings Cooperative of Szoreg
         Savings Cooperative of Szekkutas
         (collectively called Hungarian Associates)
         September 5, 1992

9.       CMG Mortgage Insurance Company
         50% ownership by CUNA Mutual  Investment  Corporation  50% ownership by
         PMI Mortgage Insurance Co.
         April 14, 1994

10.      Cooperators  Life  Assurance  Society  Limited  (Jamaica)  CUNA  Mutual
         Insurance Society owns 122,500 shares Jamaica Co-op Credit Union League
         owns 127,500 shares (NOTE:  Awaiting  authority to write  business) May
         10, 1990

11.      CU Interchange Group, Inc.
         Owned by CUNA Mutual  Investment  Corporation,  CUNA Service  Group and
         various  state  league  organizations  December  15, 1993 - CUNA Mutual
         Investment Corporation purchased 100 shares stock

12.      CUNA Service Group, Inc.
         April 22, 1974 - CUNA Mutual Insurance Society purchased 200.71 shares

13.      Credit Union Service Corporation
         Owned by CUNA Mutual  Investment  Corporation,  Credit  Union  National
         Association,  Inc. and 18 state league  organizations  March 29, 1996 -
         CUNA Mutual Investment Corporation purchased 1,300,000 shares of stock

Partnerships

1.       LeaSo Partners, a California partnership
         CUNA Mutual Insurance Society - 50% Partner
         California Credit Union League - 50% Partner
         December 29, 1981

2.       CM CUSO Limited Partnership, a Washington Partnership
         CUMIS Insurance Society, Inc. - General Partner
         Credit Unions in Washington - Limited Partners
         June 14, 1993

Limited Liability Companies

1.       "Sofia LTD." (Ukraine)
         99.96% CUNA Mutual Insurance Society
         .04% CUMIS Insurance Society, Inc.
         March 6, 1996

2.       'FORTRESS' (Ukraine)
         80% "Sofia LTD."
         19% The Ukrainian National Association of Savings and Credit Unions
         1% Service Center by UNASCU
         September 25, 1996

Affiliated (Nonstock)

1.       MEMBERS Prime Club, Inc.
         August 8, 1978

2.       CUNA Mutual Group Foundation, Inc.
         July 5, 1967

3.       CUNA Mutual Life Insurance Company
         July 1, 1990
<PAGE>
                       CUNA Mutual Life Insurance Company
                  ORGANIZATIONAL CHART AS OF DECEMBER 31, 1998

CUNA Mutual Life Insurance Company
An Iowa mutual life insurance company
Fiscal Year End: December 31

CUNA Mutual Life Insurance Company is the controlling  company for the following
subsidiaries:

1.       Red Fox Motor Hotel Corporation
         An Iowa Business Act Corporation.
         100% ownership by CUNA Mutual Life Insurance Company

2.       CIMCO Inc.
         An Iowa Business Act Corporation
         50% ownership by CUNA Mutual Life Insurance Company
         50% ownership by CUNA Mutual Investment Corporation

         CIMCO Inc. is the investment adviser of:

         Ultra Series Fund
         MEMBERS Mutual Funds

3.       Plan America Program, Inc.
         A Maine Business Act Corporation
         100% ownership by CUNA Mutual Life Insurance Company

4.       CMIA Wisconsin Inc.
         A Wisconsin Business Act Corporation
         100% ownership by CUNA Mutual Life Insurance Company
<PAGE>
Item 27.  Number of Contractowners

As of January 31, 1999, there were 12,247  non-qualified  contracts  outstanding
and 17,039 qualified contracts outstanding.
<PAGE>
Item 28.  Indemnification.

         Section 10 of the Bylaws of the Company and Article VIII,  Section 4 of
         the Company's charter together provide for  indemnification of officers
         and directors of the Company against claims and  liabilities  that such
         officers and/or  directors become subject to by reason of having served
         as an officer or director of the Company or any subsidiary or affiliate
         of the Company.  Such indemnification  covers liability for all actions
         alleged to have been taken,  omitted,  or neglected by such officers or
         directors  in the  line of  duty  as an  officer  or  director,  except
         liability  arising  out  of  an  officer's  or  a  director's   willful
         misconduct.

         Insofar as  indemnification  for liability arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the  Registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  Registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification  against such liabilities
         (other than the payment by the registrant of expenses  incurred or paid
         by a director,  officer or controlling  person of the Registrant in the
         successful  defense of any action,  suit or  proceeding) is asserted by
         such  director,  officer or controlling  person in connection  with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been  settled by  controlling  precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.
<PAGE>
Item 29.  Principal Underwriter

         (a)      CUNA Brokerage is the registrant's  principal  underwriter and
                  for certain  variable life insurance  contracts issued by CUNA
                  Mutual Life Variable Account. CUNA Brokerage is also principal
                  underwriter  for the Ultra Series Fund, an underlying Fund for
                  the  Company's  variable  products.   CUNA  Brokerage  is  the
                  distributor  of  MEMBERS  Mutual  Funds,  a group of  open-end
                  investment companies.

         (b)      Officers and Directors of CUNA Brokerage.

Name and Principal                        Positions and Offices
Business Address                          With the Underwriter

Wayne A. Benson*                          Director & President

Donna C. Blankenheim*                     Assistant Secretary

Timothy L. Carlson**                      Assistant Treasurer

Jan C. Doyle*                             Assistant Secretary

John C. Fritsche                          Assistant Vice President
     Members Investment Services, Inc
     4455 LBJ Freeway
     Suite 1108
     Dallas, TX 75244

Lawrence R. Halverson*                    Director

John W. Henry*                            Director & Vice President

Michael G. Joneson*                       Director, Treasurer & Secretary

Brian C. Lasko**                          Managing Principal

Campbell D. McHugh*                       Compliance Officer

Barbara L. Secor**                        Assistant Secretary

Jason E. Smith*                           Assistant Secretary

Sandra K. Steffeney                       Vice President
     CUNA Mutual Group - NWMD
     P.O. Box 3919
     Federal Way, WA 98063

Joanne M. Toay*                           Assistant Compliance Officer

Michael A. Ullsperger*                    Assistant Treasurer

Scott Vignovich**                         Assistant Vice President

John M. Waggoner*                         Chief Officer - Legal

John W. Wiley*                            Associate Compliance Officer

*The  principal  business  address of these persons is: 5910 Mineral Point Road,
Madison, Wisconsin 53705.

**The  principal  business  address of these  persons  is:  2000  Heritage  Way,
Waverly, Iowa 50677.

         (c)      CUNA Brokerage Services is the only principal underwriter. The
                  Distribution  Agreement between the Company and CUNA Brokerage
                  Services  and the  Related  Servicing  Agreement  between  the
                  Company  and CUNA  Brokerage  Services  specify  the  services
                  provided by each  party.  Those  contracts  have been filed as
                  exhibits  under  Item  24(b)(3).  The  Company  pays a  dealer
                  concession  of  approximately  six  percent,   as  more  fully
                  described in Schedule A of the Servicing Agreement.  The total
                  dealer's  concession for the year ended December 31, 1998, was
                  $22,006,124.  The contracts  provide that the Company performs
                  certain  functions on behalf of the distributor.  For example,
                  the Company  sends  confirmation  statements to Owners and the
                  Company   maintains   payroll   records  for  the   registered
                  representatives.  Some  of the  dealer  concession  is used to
                  reimburse  the Company for the  services it performs on behalf
                  of the distributor.
<PAGE>
Item 30.  Location Books and Records

         All of the accounts,  books,  records or other documents required to be
kept  by  Section  31(a)  of the  Investment  Company  Act  of  1940  and  rules
thereunder,  are maintained by the Company at 2000 Heritage Way,  Waverly,  Iowa
50677 or at CIMCO Inc. or CUNA Mutual  Group,  both at 5910 Mineral  Point Road,
Madison, Wisconsin 53705.
<PAGE>
Item 31.  Management Services

All management  contracts are discussed in Part A or Part B of this registration
statement.
<PAGE>
Item 32.  Undertakings and Representations

         (a)      The registrant  undertakes that it will file a  post-effective
                  amendment to this  registration  statement as frequently as is
                  necessary to ensure that the audited  financial  statements in
                  the  registration  statement are never more than 16 months old
                  for as long as purchase  payments under the Contracts  offered
                  herein are being accepted.

         (b)      The registrant  undertakes  that it will include either (1) as
                  part of any application to purchase a Contract  offered by the
                  Prospectus,  a space that an applicant  can check to request a
                  statement  of  additional  information,  or (2) a postcard  or
                  similar  written  communication  affixed to or included in the
                  Prospectus  that  the  applicant  can  remove  and send to the
                  Company for a statement of additional information.

         (c)      The   registrant   undertakes  to  deliver  any  statement  of
                  additional  information and any financial  statements required
                  to be made available under this Form N-4 promptly upon written
                  or oral  request to the Company at the address or phone number
                  listed in the Prospectus.

         (d)      The Company represents that in connection with its offering of
                  the Contracts as funding vehicles for retirement plans meeting
                  the  requirements  of Section  403(b) of the Internal  Revenue
                  Code of  1986,  it is  relying  on a  no-action  letter  dated
                  November 28, 1988, to the American  Council of Life  Insurance
                  (Ref. No. IP-6-88)  regarding  Sections 22(e),  27(c)(1),  and
                  27(d)  of  the  Investment  Company  Act  of  1940,  and  that
                  paragraphs  numbered  (1)  through  (4) of that letter will be
                  complied with.

         (e)      The  Company  represents  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 CUNA Mutual Life Insurance
                  Company.
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, CUNA
Mutual  Life  Variable  Annuity  Account,  certifies  that it  meets  all of the
requirements for effectiveness of this Registration  Statement  pursuant to rule
485(b) under the  Securities  Act of 1933 and has duly caused this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized,  all in the City of Madison, and State of Wisconsin, on the 19th day
of April, 1999.


                              CUNA Mutual Life Variable Annuity Account
                              (Registrant)



                              By:      /s/ Michael B. Kitchen
                                       Michael B. Kitchen
                                       President
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the depositor,  CUNA
Mutual Life Insurance  Company,  certifies that it meets all of the requirements
for effectiveness of this Registration  Statement  pursuant to rule 485(b) under
the Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned  thereunto duly  authorized,  all in the
City of Madison, and State of Wisconsin, on the 19th day of April, 1999.






                              CUNA Mutual Life Insurance Company
                              (Depositor)



                              By:      /s/ Michael B. Kitchen
                                       Michael B. Kitchen
                                       President
<PAGE>
Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
and on the dates indicated.
<TABLE>
SIGNATURE AND TITLE               DATE         SIGNATURE AND TITLE            DATE
<S>                              <C>          <C>                            <C>
/s/James C. Barbre                 *           /s/Robert T. Lynch                *
James C. Barbre, Director                      Robert T. Lynch, Director


/s/Robert W. Bream                 *           /s/Brian L. McDonnell             *
Robert W. Bream, Director                      Brian L. McDonnell, Director


/s/Wilfred F. Broxterman           *           /s/C. Alan Peppers                *
Wilfred F. Broxterman, Director                C. Alan Peppers, Director


/s/James L. Bryan                  *           /s/Omer K. Reed                   *
James L. Bryan, Director                       Omer K. Reed, Director


/s/Loretta M. Burd                 *           /s/Richard C. Robertson           *
Loretta M. Burd, Director                      Richard C. Robertson, Director


/s/Ralph B. Canterbury             *           /s/Rosemarie M. Shultz            *
Ralph B. Canterbury, Director                  Rosemarie M. Shultz, Director


/s/Joseph N. Cugini                *           /s/Neil A. Springer               *
Joseph N. Cugini, Director                     Neil A. Springer, Director


/s/Rudolf J. Hanley                *           /s/ Kevin S. Thompson             4/19/99
Rudolf J. Hanley, Director                     Kevin S. Thompson,
                                               Attorney-In-Fact


/s/Jerald R. Hinrichs              *           /s/Farouk D. G. Wang              *
Jerald R. Hinrichs, Director                   Farouk D. G. Wang, Director


/s/ Michael B. Kitchen             4/19/99     /s/Larry T. Wilson                *
Michael B. Kitchen, Director                   Larry T. Wilson, Director
</TABLE>
*Pursuant to Powers of Attorney filed herewith
<PAGE>
Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  person in the capacity  indicated on
the date indicated.



SIGNATURE AND TITLE                                                 DATE



/s/ Michael G. Joneson                                       April 19, 1999
Michael G. Joneson
Vice President - Accounting & Financial Systems



/s/ Richard J. Keintz                                        April 19, 1999
Richard J. Keintz
Chief Officer - Finance & Information Service



/s/ Michael B. Kitchen                                       April 19, 1999
Michael B. Kitchen
President and Chief Executive Officer
<PAGE>

                                  EXHIBIT INDEX

4.       (b)      State Variations to Contract Form No. 2800.

         (e)      Roth IRA Endorsement.

5.       (b)      State Variations to Application Form No. 1676.

         (c)      State Variations to Application Form No. 99-VAAPP.

10.      KPMG Peat Marwick LLP Consent.

         Financial Data Schedule
<PAGE>
                                  Exhibit 4(b)

          Flexible Premium Deferred Variable and Fixed Annuity Contract
                                State Variations


Contract Form No. 2800 attached as Exhibit 4 is a copy of the Contract  language
used in the following states:

Alabama                                       Minnesota
Alaska                                        Mississippi
Arkansas                                      Missouri
Colorado                                      Nebraska
Connecticut                                   Nevada
Delaware                                      New Hampshire
Georgia                                       New Mexico
Hawaii                                        Ohio
Illinois                                      Rhode Island
Indiana                                       South Dakota
Iowa                                          Tennessee
Kentucky                                      Vermont
Louisiana                                     Wyoming
Maine


The  following  state  contract  forms vary from the Form No. 2800 as  indicated
below:

Arizona  -- Contract No. 2800 AZ adds language to Form No. 2800  stating,  "Upon
         written  request,  we will provide you with  information  regarding the
         benefits and provisions of the Contract."

California --  Contract  No. 2800 CA changes  Form 2800  language to allow for a
         10-day free look,  except for ages 60 and above  allowing  for a 30-day
         free look.

District of  Columbia  -- Contract  No.  2800 DC changes  Form 2800  language in
         Sections  6.2 and 7.2 to include  the word  "partial"  when  describing
         withdrawals.

Florida  -- Contract No. 2800 FL changes Form 2800 language on the cover page to
         add "If you have a question,  complaint or need information  concerning
         your contract, call 1-800-798-5500." Surrender Charge description added
         to Data Page. Revises Section 1.7 without change in meaning. Adds table
         of values per $1,000 allocated to a Guarantee Period to Section 6.2.

Idaho    --  Contract  No.  2800 ID changes  Form 2800  language  to allow for a
         20-day free look and the return of purchase  payments  during the Right
         to Examine  Period.  First  paragraph in Section 4.3 changed to explain
         20-day free look provision.  Changes Section 7.6 interest rate paid for
         deferral of payment of partial  withdrawal and surrenders as defined in
         Idaho Code.

Kansas   --  Contract  No.  2800  KS  deletes  nursing   homes/terminal  illness
         paragraph from Section 7.4 of Form 2800.

Maryland -- Contract No. 2800 MD 0897 adds "Limited  Participation  as described
         herein." Deletes sentence saying, "we will refund any purchase payments
         received  by us  required  by  state  law"  from the  Right to  Examine
         provision.  Deletes all the fixed accounts  except the DCA 1 Year fixed
         account of the Guaranteed  Interest  Option.  DCA allocation  period is
         limited to 3 years.  Section 7.5 regarding interest adjustment has been
         deleted, as well as all references throughout the contract.

Massachusetts -- Contract Nos. 2800 SMA and UMA allowing for separate  forms for
         sex distinct  and unisex.  Also added Table of values to Section 6.2 in
         Form 2800. Tables were changed on data page and misstatement of age and
         sex language was revised from Form 2800.

Michigan -- Contract Nos. 2800 U and 2800 S allowing for separate  forms for sex
         distinct and unisex.  Tables were changed on data page and misstatement
         of age and sex language was revised from Form 2800.

Montana  -- Contract No. 2800 MT 0294 is unisex only.  Revises  misstatement  of
         age and sex,  tables  etc.  and adds  Section  1.2 "Does  the  Contract
         Conform with Montana Statutes?" to Form 2800.

North Carolina -- Contract No. 2800 NC deletes  settlement options 1 & 2 from
         Form 2800.

North Dakota -- Contract  No.  2800 ND revises  Form 2800 to allow for 20-day
         free look (on the cover  page).  Tables  were  changed on data page and
         misstatement of age and sex language was revised from Form 2800.

New Jersey -  Contract  No.  2800NJ  1097  revises  Form 2800 to delete the
         phrase "which will never be less than the amount required by state law"
         from the second  paragraph of the cover page. Add a third  paragraph to
         the cover that states "Monthly annuity  payments,  surrender value, and
         death  benefit  amounts are equal to or greater than those  required by
         state  law.   Partial   withdrawals  will  result  in  cancellation  of
         accumulation   units.   Contract   loans  will  be  deducted  prior  to
         determining  such  benefit  amounts."  Change  paragraph 4 to read "The
         dollar amount of any annuity payments and other values provided by this
         contract will increase or decrease based on the investment  performance
         of the subaccounts  selected.  The variable provisions are described in
         section  5". Add  statements  to the data page:  1.) "Our  expense  and
         mortality experience will not adversely affect the dollar amount of the
         variable  benefits or other  contractual  payments or values under this
         contract."  and  2.) "A fee is  paid  to  these  investment  advisors."
         Section  4.1,  delete  "We may  accept  purchase  payments  beyond  the
         contract anniversary  following the annuitant's 85th birthday." Section
         4.2,  delete  wording  indicating we reserve the right to terminate the
         contract & pay the  contract  value if no purchase  payments  have been
         received for two years,  purchase payments are less than $2,000 and the
         contract  value is less than $2,000.  Deletes all fixed accounts of the
         guarantee  period  except  for the  DCA 1 year  guarantee  period.  DCA
         allocation  period  is  limited  to 3 years.  No  interest  adjustment;
         therefore  section 7.5 and all references  throughout the contract have
         been deleted.

Oklahoma --  Contract  No.  2800 OK  revises  Form 2800 to allow  the  return of
         purchase  payments during the Right to Examine Period and that interest
         will be paid on  refunds  made more than  thirty  days from the date of
         cancellation.  Also revises Section 4.3 "How Net Purchase Payments Will
         be Allocated" to describe the Right to Examine Period provision.

Oregon   -- Contract  No. 2800 OR revises  Form 2800 to delete  "Fixed" from the
         title  on the  cover  page.  There  are no Fixed  Accounts,  therefore,
         deletes  Section  7.5  regarding  Fixed  Accounts.  Deletes  Section  6
         regarding  Guaranteed  Interest  Option and deletes all  references  to
         Guaranteed Interest Option throughout the contract Form 2800.

Pennsylvania -- Contract  No. 2800 PA changes  Form 2800 to allow for issue ages
         0-78; revised Free-Look. Revised Section 1.3 related to misstatement of
         age and sex adding "to be equal to the amount the contract  value would
         have purchased based on correct age/sex." Revised Section 4.3 regarding
         how the initial  purchase  payment will be  allocated.  Section  5.2(i)
         added: "If such change required  endorsement of your contract,  we will
         notify  you  and  the  endorsement  may  then  be  either  accepted  or
         rejected."  Only one fixed  account  guarantee  period with no interest
         adjustment.   Therefore,   all  language   referring  to  the  interest
         adjustment is deleted, including Section 7.5.

South Carolina -- Contract No. 2800 SC 0397 changes Form 2800 in the Right to
         Examine Period by returning purchase payments.  Deletes "in the absence
         of fraud" from Section 1.2  regarding  "When will the  contract  become
         incontestable.  "Contract fee deducted from subaccounts only, not fixed
         accounts.  Revised  free-look  language to allow the return of purchase
         payments  and Section 4.3 to describe  the return of purchase  payments
         during the Right to Examine Period.

Texas    -- Contract No. 2800 TX revises Form 2800 to allow for a 6 year stepped
         up death benefit in Section 8.3. Contract fee deducted from subaccounts
         only,  not fixed in Section 1.4.  One fixed  account and the DCA 1 year
         account/guarantee  period, with no interest adjustment.  Therefore, all
         language regarding  interest  adjustment deleted including Section 7.5.
         Section 11.2 "What Annuity Payment Options are Available?"  adds Option
         3(d) "The  rates  for such  period of years  will be  calculated  on an
         actuarially equivalent basis to those shown in Section 13.2.

Utah     -- Contract No. 2800 UT revises Form 2800  free-look  language to allow
         the  return  of  purchase  payments  and  Section  4.3 How Will the Net
         Purchase  Payments be  Allocated"  to  describe  the return of purchase
         payments during the Right to Examine Period.  One fixed account and the
         DCA 1  Year  account/guarantee  period  with  no  interest  adjustment.
         Therefore,   all  language  regarding  interest   adjustment   deleted,
         including Section 7.5.

Virginia -- Contract No. 2800 VA revises Form 2800 to change interest adjustment
         to "market value adjustment" throughout contract.

Washington -- Contract  No. 2800 WA deletes  "Fixed" from the title on the cover
         page of the Form 2800. There are no Fixed Accounts,  therefore, deletes
         Section  7.5  regarding  Fixed  Accounts,  and  Section  6,  Guaranteed
         Interest Option.  All references to Guaranteed  interest Option removed
         throughout the contract.

West Virginia --  Contract  No.  2800 WV limits  postponement  of payment of
         partial  withdrawals  and  surrenders to 30 days in Section 7.6 of Form
         2800.  Please  note there is a separate  notice  that  prints  with the
         contract to change the right to examine period from 10 to 30 days.

Wisconsin-- Contract  No. 2800 WI changes  Form 2800 to allow one fixed  account
         and  the  DCA  1  Year   account/guarantee   period  with  no  interest
         adjustment.  Therefore,  all  language  regarding  interest  adjustment
         deleted, including Section 7.5.
<PAGE>
                                  Exhibit 4(e)

CUNA MUTUAL LIFE INSURANCE COMPANY
A Mutual Insurance Company
2000 Heritage Way
Waverly, Iowa 50677
Phone:  800/798-6600

                                FLEXIBLE PREMIUM
                       DEFERRED VARIABLE AND FIXED ANNUITY
                              ROTH IRA ENDORSEMENT

Contract No. ________________     Endorsement Effective Date _________________

Owner  ______________________     City & State _______________________________

The contract is intended to be qualified as a Roth Individual Retirement Annuity
under Section 408A of the Internal Revenue Code (Code). The terms and conditions
listed below will then form a part of the owner's  contract  effective as of the
date listed above. In any conflict  between the terms of this Section and all or
any of the other Sections of the contract, this Section will govern. In order to
maintain  qualified status as a Roth IRA, the following terms and conditions are
required to be met.
- ------------------------------------------------------------------------------
                       ROTH INDIVIDUAL RETIREMENT ANNUITY
- ------------------------------------------------------------------------------

EXCLUSIVITY, NONFORFEITABLE, NONTRANSFERABLE, AND NONASSIGNABLE
This  contract  is  for  the  exclusive  benefit  of  the  owner  or  his or her
beneficiaries.  The interest of the owner is  nonforfeitable.  The owner must be
the  annuitant.  A  co-owner  may  not  be  designated.  This  contract  is  not
transferable  except to the Company on  surrender or  settlement.  It may not be
pledged as security for any purpose.

PURCHASE PAYMENTS

A.   Maximum  Payment.  The maximum payment under this contract for any tax year
     will be no more tan the lesser of:

     1.   $2,000  for  owners  with  compensation   below  the  phase-out  range
          explained  below as an aggregate  amount of the purchase  payments for
          this contract and  .contributions  to all other individual  retirement
          arrangements  that the owner  has or may  create.  If the owner  makes
          regular  contributions to both Roth and traditional IRAs for a taxable
          year,  the  maximum  purchase  payment  that  can be  paid  to all the
          individual's Roth IRAs for that taxable year is reduced by the regular
          contributions  made to the  owner's  traditional  IRAs for the taxable
          year; or

     2.   100  percent of  compensation.  Compensation  means  wages,  salaries,
          professional  fees,  or other  amounts  derived  from or received  for
          personal service  actually  rendered  (including,  but not limited to,
          commissions  paid sales  personnel,  compensation  for services on the
          basis of a percentage of profits,  commissions on insurance  premiums,
          tips,  and  bonuses) and includes  earned  income,  as defined in Code
          Section   401(c)(2)   (reduced  by  the  deduction  the  self-employed
          individual takes for contributions made to a self-employed  retirement
          plan).  For purposes of this  definition,  Section  401(c)(2) shall be
          applied as if the term trade or business  for purposes of Section 1402
          included service described in subsection (c)(6). Compensation does not
          include  amounts  derived from or received as earnings or profits from
          property  (including,  but not limited to,  interest and dividends) or
          amounts not  includible  in gross income.  Compensation  also does not
          include  any amount  received  as a pension or annuity or as  deferred
          compensation.   The  term  "compensation"  shall  include  any  amount
          includible in the individual's gross income under Code Section 71 with
          respect to divorce or separation  instrument described in subparagraph
          (A) of Code  Section  71(b)(2).  In the case of a  married  individual
          filing a joint return,  the greater  compensation of his or her spouse
          is treated as his or her own  compensation but only to the extent that
          such spouse's compensation is no being used for purposes of the spouse
          making a contribution to a Roth IRA or a nondeductible contribution to
          a traditional IRA.

     The above maximum  purchase  payment  limitations  do not apply to rollover
     contributions  as  permitted  by Code  Section 408A from other Roth IRAs or
     transferred  contributions  as  permitted by Code  Section  408(d)(3)  from
     traditional IRAs.

     This Roth IRA will not accept a direct  rollover  contribution  from a plan
     meeting the requirements of Code Section 401(a) or 403(b).

     No  contributions  will be accepted under a SIMPLE IRA Plan  established by
     any employer pursuant to Code Section 408(p). Also, no transfer or rollover
     of funds attributable to contributions made by a particular  employer under
     its SIMPLE IRA Plan will be accepted from that plan prior to the expiration
     of  the  two-year  period  beginning  on  the  date  the  individual  first
     participated in that employer's SIMPLE IRA Plan.

     B.   Purchase Payment/Contribution Limits

          1.   The  maximum  purchase  payment  amount is  further  limited  for
               individuals  with  compensation  above  $95,000  or  for  married
               couples with compensation above $150,000 as follows:

TAX FILING STATUS        PHASE-OUT RANGE               NO CONTRIBUTION

Single or Head of         $95,000 to $110,000          $110,000 or more
Household                 modified adjusted            modified adjusted
                          gross income                 gross income

Joint Return or           $150,000 to $160,000         $160,000 or more
Qualifying Widow(er)      modified adjusted            modified adjusted
                          gross income                 gross income

Married - Separate        $0 to $10,000                $10,000 or more
Return                    modified adjusted            modified adjusted
                          gross income                 gross income

          2.   A rollover from a traditional  IRA cannot be made to this IRA if,
               for the year the amount is distributed from the traditional IRA:

               a.   the owner is married and files a separate return;

               b.   the owner is married and  together the owner and the owner's
                    spouse  have  modified  adjusted  gross  income in excess of
                    $100,000.  Modified  adjusted  gross income does not include
                    any amount  included in adjusted gross income as a result of
                    a rollover from a traditional  IRA (a  "conversion");  or

               c.   the owner is not married  and has  modified  adjusted  gross
                    income in excess of $100,000.

          3.   A   regular   contribution   to  a   traditional   IRA   may   be
               recharacterized  pursuant to the rules in Section 1.408A-5 of the
               proposed  regulations  as a  regular  contribution  to this  IRA,
               subject to the above limits.

C.   Refund of Excess  Contributions.  If the  purchase  payment  received is in
     excess of the maximum  payment:  (1) the excess amount may be subject to an
     excise tax for the year of the excess  and for each year  thereafter  until
     corrected;  or (2) the owner may receive a refund of the excess amount plus
     any investment  gain resulting from  allocation to the  subaccount(s).  Any
     investment  loss  resulting from the allocation of the excess amount to the
     subaccount(s)   will  be  deducted   proportionately   from  the  remaining
     subaccount value(s) and guarantee amount(s).

     The owner must make his request in writing on or before the date prescribed
     by law  (including  extension of time) for filing the income tax return for
     that taxable year. If the Company is made aware that premium received is in
     excess of the maximum  premium and the owner does not exercise one of these
     options  within  the  period  allowed,  the  excess  contributions  will be
     refunded.

D.   Refund of Purchase  Payments.  Any refund of purchase  payments (other than
     those  attributable  to excess  contribution)  will be  applied  toward the
     payment of future premiums or the purchase of additional  benefits and must
     be applied  before the close of the calendar year following the year of the
     refund.

E.   Payment. Payment under this contract must be in cash.

F.   Minimum  Purchase  Payment Amount.  The minimum total  first-year  purchase
     amount  required  to purchase a contract  is $2,000.  The minimum  purchase
     payment  size is $100,  unless  the  payment is made  through an  Automatic
     Purchase Payment Plan, in which case the minimum is $25.

G.   Additional  Purchase  Payments.  Additional  purchase  payments  after  the
     initial purchase payment are not required.

PROCEEDS

A.   Premature Distributions.  Any distribution will be reported to the IRS as a
     premature  distribution,  and  earnings  may be subject to an excise tax in
     addition  to income  tax  unless  the  Company  is  notified  of one of the
     following circumstances:

     1.   the distribution is a part of a series of substantially equal periodic
          payments  made  no  less   frequently  than  annually  over  the  life
          expectancy  of the owner or joint life  expectancies  of the owner and
          the named beneficiary(ies);

     2.   the owner is over age 59%;

     3.   the distribution  occurs following the disability  (within the meaning
          of 572(m)(7) of the Code) of the owner;

     4.   the distribution to the beneficiary(ies) occurs following the death of
          the owner; or

     5.   the distribution  occurs:  (a) to pay health insurance premiums if the
          owner receives state or federal unemployment compensation for at least
          twelve (12)  consecutive  weeks; (b) to pay medical bills in excess of
          7%%  of  the  owner'  s  adjusted  gross  income;  (c)  to  pay  up to
          $10,000/1ifetime for qualified first-time home purchase; or (d) to pay
          qualified secondary education costs.

B.   Payments to Owner.  Payment  shall be made to the owner under this contract
     as follows:

     1.   as a lump sum; or

     2.   in equal or substantially equal payments.

     Ordinary federal income tax will be due on any nonqualified distribution of
     earnings.  A nonqualified  distribution is a distribution that occurs:  (1)
     within five years of the year of the original  contribution to the original
     Roth IRA; or (2) after five years if the  distribution is not due to one of
     the following:  (a) owner' s death; (b) disability of the owner; (c) owner'
     s attainment of age 59%; or (d) for the qualified  expenses of a first-time
     home purchase.

     All  distributions  made  hereunder  shall be made in  accordance  with the
     requirement  of  5401(a)(9)  of  the  Code  except  the   requirements   of
     5401(a)(S)(A)  and (G) of the  Code,  and the  regulations  thereunder.  No
     amount is  required to be  distributed  prior to the death of the owner for
     whose benefit the contract was originally established.

     Any  applicable  charges  outlined in the contract will apply to the amount
     withdrawn to the extent allowed by federal regulation.

C.   Payments  to  Beneficiary(ies).  Payments to a  beneficiary(ies)  after the
     death of the owner are provided by this  contract.  If the owner dies,  the
     owner' s entire remaining interest will be distributed as follows:

     1.   If the owner dies on or after  distributions  have  begun,  the entire
          remaining  interest will be  distributed  at least as rapidly as under
          the method of  distribution  being used prior to the owner' s death. A
          beneficiary(ies)  may increase the  frequency or amount of payments if
          the  payments  are  for a  period  certain.  Payments  must be made at
          intervals of no longer than one year.

     2.   If the owner dies, the entire  remaining  interest must be distributed
          as  elected  by the owner or,  if the  owner  has not so  elected,  as
          elected by the beneficiary by December 31st of the year containing the
          fifth anniversary of the owner' s death;  except to the extent that an
          election is made to receive  distributions in accordance with a. or b.
          below:

          a.   In  payments  over the life or over a period  certain not greater
               than  the  life  expectancy  of the  designated  beneficiary(ies)
               started by December  31st of the year  following  the year of the
               owner' s death.

          b.   If the  designated  beneficiary  is the  individual'  s surviving
               spouse,  the date distributions are required to begin in a. above
               shall  not be  earlier  than  the  later  of  December  31 of the
               calendar  year  immediately  following the calendar year in which
               the owner died or December 31 of the  calendar  year in which the
               owner would have attained age 70%.

          c.   If the  designated  beneficiary  is the  individual'  s surviving
               spouse,  the spouse may elect to treat the contract as his or her
               own Roth IRA.  This  election  will  occur  automatically  if the
               surviving  spouse makes a regular  contribution to this Roth IRA,
               makes a  rollover  to or from this  Roth IRA,  or fails to take a
               distribution  as required by  subsection  a. or  subsection b. of
               this paragraph.

          d.   Payments  required  under  (a)  and  (b)  above  must  be made at
               intervals   of  no  longer   than  1  year  and  must  be  either
               nonincreasing  or  increasing  as  provided in Q&A F-3 of section
               1.401(a)(9)-1 of the proposed regulations.

     3.   Life expectancy and joint and last survivor expectancy are computed by
          use of the return  multiples  contained  in Tables V of 51.72-g of the
          Income  Tax  Regulations.  Unless  otherwise  elected  by the owner' s
          surviving  spouse  before   distribution   has  commenced,   the  life
          expectancy of the spouse  beneficiary  shall be recalculated  annually
          for the purposes of distribution.  An election not recalculated  shall
          be  irrevocable  and shall  apply to all  subsequent  years.  The life
          expectancy of a non-spouse  beneficiary(ies)  may not be recalculated.
          Instead,  life expectancy will be calculated using the attained age of
          such beneficiary  during the calendar year in which the  distributions
          are  required  to begin and  payments  for  subsequent  years shall be
          calculated  based  on such  life  expectancy  reduced  by one for each
          calendar   year  which  has  elapsed  since  the  calendar  year  life
          expectancy was first calculated.

GENERAL PROVISIONS

A.   Endorsements.  The contract,  including this  Endorsement,  will be amended
     from time to time as required by changes in the Code,  IRS  Regulation,  or
     published revenue rulings. The owner will be promptly furnished with a copy
     of any  endorsements  to the  contract  which are made in order to maintain
     compliance with changes in the Code. Upon receipt of the  endorsement,  the
     owner has  thirty  (30) days in which to  contact  the  Company in order to
     reject the  endorsement.  If the thirty (30) days elapse without contact by
     the owner,  the endorsement is deemed  accepted by the owner.  Rejection of
     the  endorsement  by the owner will be deemed a request to  surrender  this
     contract  as this  contract  is  established  with the  intent to remain in
     compliance with federal regulation.

B.   Reporting. The Company is required to report payments from this contract to
     the IRS and,  in some cases,  to  withhold  certain  amounts  from  taxable
     distributions.  The Company  will  furnish an annual  calendar  year report
     summarizing total  contributions  and distributions  under this contract in
     that year as may be required by the IRS.

C.   Disclosure.  The Company furnishes a disclosure  statement  describing Roth
     IRAs when the contract is delivered or endorsed.

D.   Enabling Agreement.  The owner, by signing the application  requesting that
     the contract be issued as a Roth Individual  Retirement Annuity,  agrees to
     the terms of this section and requests that this Endorsement be attached to
     the   contract.   The  matters  which  the  owner  agrees  to  and  accepts
     responsibility  for in the contract  (including  the  Application  and this
     Endorsement)  will not be the  responsibility of CUNA Mutual Life Insurance
     Company  (the  Company).  The Company  will not be liable for any direct or
     indirect damage or loss including  (without  limitation)  taxes suffered or
     incurred by the owner or the beneficiary(ies) as a result of those matters.

     Unless  such  damage or loss is  caused  by  willful  or  negligent  act or
     omission of the Company in violation of the contract or applicable law, the
     Company will not be liable for any direct or indirect  damage or loss. This
     includes (without  limitation) taxes suffered or incurred by the owner when
     the Company:

     1.   acts in accordance with or reliance upon any information  furnished by
          the owner or the beneficiary(ies);

     2.   is required to act without the benefit of information  which the owner
          is required to provide under the provisions of the contract or by law;
          or

     3.   administers  any  other  matters  arising  under  or  relating  to the
          contract.

CUNA Mutual Life Insurance Company
A Mutual Insurance Company

/s/ Michael B. Kitchen
President

Form 99-VAROTH  (12/98)
<PAGE>
                                  Exhibit 5(b)

        Flexible Premium Deferred Variable and Fixed Annuity Application
                                State Variations

Application  Form No. 1676  attached  as Exhibit 5 is a copy of the  Application
language used in the following states:

Alabama                                     Mississippi
California                                  Missouri
Connecticut                                 Nebraska
Delaware                                    New Mexico
Hawaii                                      North Dakota
Illinois                                    Rhode Island
Indiana                                     South Dakota
Iowa                                        Tennessee
Kansas                                      Vermont
Louisiana                                   West Virginia
Maine                                       Wyoming
Massachusetts


The following application forms vary from the Form No. 1676 as indicated below:

Application  Form No. 1676AR  Section 13 added fraud  statement as item g.) "Any
person who knowingly  presents a false or fraudulent claim for payment of a loss
or benefit  or  knowingly  presents  false  information  in an  application  for
insurance  is guilty of a crime and may be subject to fines and  confinement  in
prison. Form 1676 AR language is used in the following states:

         Arkansas

Application Form No. 1676 AZ Section 13 added,  "Upon written  request,  we will
provide the owner with  information  regarding  benefits and  provisions  of the
contract.  If you  decide  not to keep your  contract,  return it within 10 days
after  you  receive  it for a refund  of  purchase  payments,  adjusted  for any
investment  gain or loss  if  allocated  to the  Subaccount(s)  of the  Variable
Account.  You may return it to  Century  Life of  America,  2000  Heritage  Way,
Waverly,  Iowa 50677, or to the agent who sold it to you." Form 1676 AZ language
is used in the following states:

         Arizona

Application  Form No.  1676CO adds a Section 14 to include the  following  fraud
statement in bold:  Any person who,  with intent to defraud or knowing that s/he
is  facilitating  a fraud against an insurer,  submits an application or files a
claim  containing  a false or  deceptive  statement  may be guilty of  insurance
fraud. Form 1676 CO language is used in the following states:

         Colorado

Application Form No. 1676 FL2 adds agent license no. line next to the witness or
agent line.  It also adds the  following  fraud  statement to Section 13 as item
g.): Any person who knowingly and with intent to injure,  defraud or deceive any
insurer  files a  statement  of claim or an  application  containing  any false,
incomplete or misleading  information is guilty of a felony of the third degree.
Form 1676 FL2 language is used in the following states:

         Florida

Application  Form No.  1676(B)  adds to Section 8 "the  portion  of the  initial
Purchase Payment  allocated to the subaccount(s) of the variable account will be
allocated to the Money Market subaccount for the first 20 days of your contract.
After 20 days,  it will be allocated as shown  above." Form 1676(B)  language is
used in the following states:

         Georgia
         Idaho
         Michigan
         Nevada
         North Carolina
         South Carolina

Application  Form No. 1676 KY adds to Section 13 "(g) - fraud  statement".  Also
changed signature lines to include:  signed at: (city & state), on (date).  Form
1676 KY language is used in the following states:

         Kentucky

Application Form No. 1676(F) deletes from Section 8 the allocation percentage to
the guarantee  periods.  Section 9,  Preservation Plus Program is deleted in its
entirety.  Section 12, Agreement Section deleted (f), "I understand that amounts
withdrawn from the guaranteed interest option may be adjusted upward or downward
based on an interest  adjustment  formula.  Form 1676(F) language is used in the
following states:

         Oregon

Application  Form No. 1676 MD 0897 deletes from Section 8 all guarantee  periods
except the DCA 1 year guarantee period.  Section 9, Preservation Plus Program is
deleted in its entirety. All remaining sections are renumbered.  Item f.) of the
Agreement  section  (renumbered  to Section 12) is deleted - "I understand  that
amounts  withdrawn from the guarantee  interest option may be adjusted upward or
downward based on an interest adjustment formula."  Application Form No. 1676 MD
0897 is used in the following states:

         Maryland

Application  Form No. 1676 MN deletes  subsection (c) from Section 13 related to
taxpayer  identification.  Application  Form No. 1676 MN language is used in the
following states:

         Minnesota

Application  Form No. 1676 MT0294  adds a date in the form  number.  Application
Form No. 1676 MT0294 language is used in the following states:

         Montana

Application Form No. 1676(D) includes only one year guarantee period  percentage
allocation  in Section 8. Section 13,  Agreement  (f) is deleted - "I understand
that amounts withdrawn from the guarantee interest option may be adjusted upward
or  downward  based on an interest  adjustment  formula."  Application  Form No.
1676(D) language is used in the following states:

         Wisconsin

Application Form No. 1676 NJ 1097 deletes all guarantee periods except the DCA 1
year  guarantee  period in Section 8.  Section 9,  Preservation  Plus Program is
deleted in its entirety. All remaining sections are renumbered.  Item f.) of the
Agreement  Section  (renumbered  to Section 12. is deleted - "I understand  that
amounts  withdrawn from the guarantee  interest option may be adjusted upward or
downward based on an interest  adjustment  formula." New item f.) has been added
which is a fraud  statement:  "Any person who includes  any false or  misleading
information on an application for an insurance policy is subject to criminal and
civil  penalties.  Application  Form No.  1676 NJ 1097  language  is used in the
following states:

         New Jersey

Application  Form No.  1676(C) adds (g) fraud  clause to Section 13,  Agreement.
Application 1676(C) language is used in the following states:

         Ohio

Application  Form No.  1676 OK adds to  Section 8 "The  portion  of the  initial
Purchase  Payment  allocated to the Money Market  Subaccount(s)  of the Variable
Account will be allocated to the Money market  Subaccount  for the first 20 days
of your contract.  After 20 days, it will be allocated as shown above.  Question
13 adds fraud  statement.  Application  Form No. 1676 OK language is used in the
following states:

         Oklahoma

Application  Form No.  1676(E)  adds to Section 8 "The  portion  of the  Initial
Purchase  Payment  allocated to  Subaccount(s)  of the Variable  Account will be
allocated to the Money Market Subaccount for the first 20 days of your contract.
After 20 days, it will be allocated as shown above.  Also, only 1 year guarantee
period % allocation.  Section 13,  Agreement,  (f) is deleted "I understand that
amounts withdrawn from the guaranteed  interest option may be adjusted upward or
downward based on an interest adjustment formula."  Application Form No. 1676(E)
language is used in the following states:

         Utah

Application Form No. 1676 PA deletes all Guarantee Periods except the DCA 1 Year
Guarantee Period in Section 8. In the Agreement Section, Section 13, delete item
f.): "I understand that amounts withdrawn from the guarantee interest option may
be adjusted upward or downward based on an interest adjustment formula." Add new
item f.) which is a fraud  statement  that reads:  "Any person who knowingly and
with  intent  to  defraud  any  insurance  company  or  other  person  files  an
application for insurance or statement of claim  containing any materially false
information  or conceals for the purpose of misleading,  information  concerning
any fact material  thereto commits a fraudulent  insurance act, which is a crime
and subjects such person to criminal and civil  penalties.  Application Form No.
1676 PA language is used in the following states:

         Pennsylvania

Application  Form  No.  1676TX2  includes  only  the one year and the DCA 1 year
guarantee period  percentage  allocation in Section 8. Section 13, Agreement (f)
is deleted - "I understand  that amounts  withdrawn from the guarantee  interest
option  may be  adjusted  upward or  downward  based on an  interest  adjustment
formula." Application Form No. 1676 TX2 is used in the following states:

         Texas

Application  Form No.  1676 VA  changes  Section  13,  Agreement  (f)  "interest
adjustment" to "market Value".  Application Form No. 1676 VA language is used in
the following states:

         Virginia

Application  Form No.  1676(G)  adds to Section 8 "The  portion  of the  initial
Purchase Payment  allocated to the subaccount(s) of the Variable Account will be
allocated to the Money Market Subaccount for the first 20 days of your contract.
After 20 days,  it will be allocated  as shown above.  Also in Section 8, delete
Guarantee   Interest  Option  and  all  guarantee  periods  and  the  allocation
percentage  to the  guarantee  periods.  Delete  Section  9,  Preservation  Plus
Program, in its entirety.  Renumber remaining  Sections.  Delete item f.) in the
Agreement  section  (renumbered to Section 12) which states:  I understand  that
amounts  withdrawn from the guarantee  interest option may be adjusted upward or
downward based on an interest adjustment formula."  Application Form No. 1676(G)
language is used in the following states:

         Washington
<PAGE>
                                  Exhibit 5(c)

        Flexible Premium Deferred Variable and Fixed Annuity Application
                                State Variations

Application Form No. 99-VAAPP attached as Exhibit 5 is a copy of the Application
language used in the following states:

Alaska                                      Louisiana
Alabama                                     Mississippi
Arkansas                                    Missouri
California                                  New Hampshire
Colorado                                    New Mexico
Delaware                                    Ohio
Illinois                                    South Dakota
Indiana                                     Tennessee
Iowa                                        West Virginia
Kansas                                      Wyoming
Kentucky

The  following  application  forms vary from the Form No.  99-VAAPP as indicated
below:

Application Form No.  99-VAAPP-AZ  Section 14 added,  "Upon written request,  we
will provide the owner with information regarding benefits and provisions of the
contract.  If you  decide  not to keep your  contract,  return it within 10 days
after  you  receive  it for a refund  of  purchase  payments,  adjusted  for any
investment  gain or loss  if  allocated  to the  Subaccount(s)  of the  Variable
Account. You may return it to CUNA Mutual Life Insurance Company,  2000 Heritage
Way, Waverly,  Iowa 50677, or to the agent who sold it to you." Form 99-VAAPP-AZ
language is used in the following states:

         Arizona

Application  Form No.  99-VAAPP-FL  changes  Section  14(c) to "Any  person  who
knowingly  and with intent to injure,  defraud or deceive  any  insurer  files a
statement  of  claim or an  application  containing  any  false,  incomplete  or
misleading  information  is  guilty  of a felony  of the  third  degree.";  adds
"printed name of agent",  "agent license no" and "date" line under "Signature of
Annuitant(s)" line. Form 99-VAAPP-FL language is used in the following states:

         Florida

Application  Form No.  99-VAAP-B  adds to Section 8 "The  portion of the initial
Purchase Payment  allocated to the Subaccount(s) of the Variable Account will be
allocated to the Money Market Subaccount for the first 20 days of your contract.
After 20 days, it will be allocated as shown above." Form 99-VAAPP-B language is
used in the following states:

         Georgia
         Idaho
         Michigan
         North Carolina
         Nevada
         Oklahoma


Application  Form No.  99-VAAPP-D  deletes  item  14(c) the fraud  notice.  Form
99-VAAPP-D is used in the following states:

         Massachusetts
         Nebraska

Application Form No. 99-VAAPP-MN  deletes subsection (g) from Section 14 related
to taxpayer identification. Application Form No. 99-VAAPP-MN language is used in
the following states:

         Minnesota

Application  Form  No.  99-VAAPP-OR   deletes  from  Section  8  the  allocation
percentage to the Guarantee Periods of the Guaranteed  Interest Option.  Section
9, Preservation  Plus Program is deleted in its entirety.  Section 14, Agreement
Section  deleted (c) the fraud  notice,  and (f),  "I  understand  that  amounts
withdrawn from the guaranteed interest option may be adjusted upward or downward
based on an interest  adjustment formula.  Form 99-VAAPP-OR  language is used in
the following states:

         Oregon

Application  Form  No.  99-VAAPP-PA  includes  only  DCA one  year  and one year
guarantee period percentage  allocation in Section 8. Section 14, Agreement item
(b) has been  inserted,  "In  states  where  written  consent  is  required,  my
agreement in writing is required for entries made by the company in Section 6 as
to age at issue,  plan of insurance,  amount of insurance,  or benefits  applied
for.",  the fraud  statement is revised to, "Any person who  knowingly  and with
intent to defraud any insurance company or other person files an application for
insuracne or statement of claim containing any materially  false  information or
conceals for the purpose of misleading, informaiton concerning any fact material
thereto  commits a fraudulent  insurance  act which is a crime and subjects such
person to criminal  and civil  penalties.",  and (f) is deleted - "I  understand
that amounts withdrawn from the guarantee interest option may be adjusted upward
or  downward  based on an interest  adjustment  formula."  Application  Form No.
99-VAAPP-PA language is used in the following states:

         Pennsylvania

Application  Form  No.  99-VAAPP-C  includes  only the DCA one year and one year
guarantee period percentage allocation in Section 8. Section 13, Agreement,  the
fraud  statement  is deleted  and (f) is deleted - "I  understand  that  amounts
withdrawn from the guarantee  interest option may be adjusted upward or downward
based on an  interest  adjustment  formula."  Application  Form  No.  99-VAAPP-C
language is used in the following states:

         Texas
         Wisconsin

Application  Form No.  99-VAAPP-UT adds to Section 8 "The portion of the Initial
Purchase  Payment  allocated to  Subaccount(s)  of the Variable  Account will be
allocated to the Money Market Subaccount for the first 20 days of your contract.
After 20 days, it will be allocated as shown above." Also, only DCA 1 year and 1
year guarantee  period % allocation.  Section 14,  Agreement,  (f) is deleted "I
understand  that amounts  withdrawn from the guaranteed  interest  option may be
adjusted  upward  or  downward  based  on  an  interest   adjustment   formula."
Application Form No. 99-VAAPP-UT language is used in the following states:

         Utah

Application Form No. 99-VAAPP-VA Section 14, Agreement deletes fraud warning and
changes (f) "interest adjustment" to "Market ValueAdjustment".  Application Form
No. 99-VAAPP-VA language is used in the following states:

         Virginia

Application  Form No.  99-VAAPP-WA adds to Section 8 "The portion of the initial
Purchase Payment  allocated to the subaccount(s) of the Variable Account will be
allocated to the Money Market Subaccount for the first 20 days of your contract.
After 20 days,  it will be  allocated  as shown  above" and  deletes  all of the
Guaranteed  Periods.  Section 9  Preservation  Plus  Program  deleted  entirely.
Section 14 (f) deleted "I understand that amounts  withdrawn from the guaranteed
interest  option  may be  adjusted  upward  or  downward  based  on an  interest
adjustment  formula."  Application Form No. 99-VAAPP-WA  language is used in the
following states:

         Washington
<PAGE>
                                   Exhibit 10

KPMG Peat Marwick LLP
2500 Ruan Center
P.O. Box 772
Des Moines, IA 50303




The Board of Directors of CUNA Mutual Life  Insurance  Company
     And Contract Owners of CUNA Mutual Life Variable Annuity Account:

We consent to the use of our reports included herein and to the reference to our
Firm under the heading  "Experts" in the Statement of Additional  Information of
the CUNA Mutual Life Variable Annuity Account.

Our report dated March 19, 1999,  contains an explanatory  paragraph that states
that the Company prepared the financial  statements  using accounting  practices
prescribed or permitted by the Iowa Department of Commerce,  Insurance Division,
which practices differ from generally accepted accounting principles.


                                          KPMG Peat Marwick LLP



Des Moines, Iowa
April 19, 1999

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