CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT, 485APOS, 1999-02-24

CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
485APOS, 1999-02-24

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As filed with the Securities and Exchange Commission on April 17, 1998.

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. 8 |X|

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
Amendment No. 9 |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

|_| on pursuant to paragraph (b) of Rule 485

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

|X| on May 1, 1999 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
Capital Appreciation Stock Fund
Mid-Cap Stock Fund
Growth and Income Stock Fund
Balanced Fund
Bond Fund
Money Market Fund

T. Rowe Price International Series, Inc.
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

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

EXPENSE TABLES..................................................................

DEFINITIONS.....................................................................

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

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

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

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

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

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

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

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

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

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

LEGAL PROCEEDINGS...............................................................

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

VOTING RIGHTS...................................................................

COMPANY HOLIDAYS................................................................

FINANCIAL STATEMENTS............................................................

<PAGE>
DEFINITIONS

Accumulation Unit

A unit of measure used to calculate Variable Contract Value.

Adjusted Contract Value

The Contract Value less applicable premium tax not yet 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 Anniversary

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

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 Guarantee Period

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

Due Proof of Death

Proof of death satisfactory to the Company. Such proof may 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 Option

An allocation option under the Contract funded by the
Company's General Account. It is neither part of nor dependent upon the
investment performance of the Variable Account.

Guaranteed Interest Option Value

The value of the Contract in the Guaranteed Interest Option.

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

At any time other than a Contract Anniversary, the Contract Value in the Loan
Account plus any interest charges accrued on such Contract Value up to that
time.

Net Purchase Payment

A purchase payment less any premium taxes deducted from purchase payments.

Non-Qualified Contract

A contract that is not a "Qualified 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 Contract

A contract that is issued in connection with retirement 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 Period

The period that starts at 3:00 p.m. Central Time on one 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 Value

The value of the Contract in the Variable Account.

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>
<CAPTION>
Total Annual
Portfolio Name Management Fees Other Expenses 12b-1 Fees Fund Expenses
<S> <C> <C> <C> <C>
Capital Appreciation Stock Fund 0.80% 0.01% None 0.81%
Mid-Cap Stock Fund 1.00% 0.01% None 1.01%
Growth and Income Stock Fund 0.60% 0.01% None 0.61%
Balanced Fund 0.70% 0.01% None 0.71%
Bond Fund 0.55% 0.01% None 0.56%
Money Market Fund 0.45% 0.01% None 0.46%
International Stock Portfolio 1.05% 0.0% None 1.05%
MFS Global Governments Series 0.75% 0.25%(1)(2) None 1.00%
(After expense limitation)
MFS Emerging Growth Series 0.75% 0.12% (1) None 0.87%
(After expense limitation)
Oppenheimer High Income Fund 0.75% 0.06% None 0.81%
Templeton Developing Markets Fund: Class 2(3) 1.25% 0.33% 0.25% 1.83%
</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 .___% and ____%,
respectively.

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

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:
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
Capital Appreciation Stock
Growth and Income Stock
Mid-Cap Stock Fund
Balanced
Bond
Money Market
International Stock
MFS Global Governments
MFS Emerging Growth
Oppenheimer High Income
Templeton Developing Markets
</TABLE>
<TABLE>
<CAPTION>
2. If the Contract is not surrendered or is annuitized (for annuity options 2 - 4) at the end of the applicable time period:

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 $__________, which
translates the Contract fee into an assumed 0.0008181% 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.
<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.

Capital Appreciation Stock Subaccount

1998 1997 1996 1995 1994*
Net asset value:
Beginning of period $15.45 $12.90 $10.00
End of period 20.05 15.45 12.90

Percentage increase in 29.77% 19.77% 29.00%
unit value during period

Number of units 6,732,473 4,495,720 2,024,589
outstanding at end of
period

Growth and Income Stock Subaccount

1998 1997 1996 1995 1994*

Net asset value:
Beginning of period $15.36 $12.76 $9.82
End of period 19.91 15.36 12.76

Percentage increase in 29.62% 20.38% 29.90%
unit value during period

Number of units 14,176,543 8,541,383 2,807,876
outstanding at end of
period

Balanced Subaccount

1998 1997 1996 1995 1994*
Net asset value:
Beginning of period $13.03 $11.92 $9.89
End of period 15.02 13.03 11.92

Percentage increase in 15.27% 9.31% 20.5%
unit value during period

Number of units 12,307,622 7,783,833 2,698,049
outstanding at end of
period

Bond Subaccount

1998 1997 1996 1995 1994*
Net asset value:
Beginning of period $11.52 $11.36 $9.89
End of period 12.21 11.52 11.36

Percentage increase in 5.99% 1.41% 14.9%
unit value during period

Number of units 2,755,770 1,686,539 556,749
outstanding at end of
period

Money Market Subaccount

1998 1997 1996 1995 1994*
Net asset value:
Beginning of period $10.91 $10.55 $10.16
End of period 11.31 10.91 10.55

Percentage increase in 3.67% 3.41% 3.8%
unit value during period

Number of units 1,551,829 1,492,704 637,911
outstanding at end of
period

International Subaccount

1998 1997 1996 1995 1994*
Net asset value:
Beginning of period $12.40 $10.96 $9.99
End of period 12.61 12.40 10.96

Percentage increase in 1.69% 13.14% 9.71%
unit value during period

Number of units 4,373,475 2,683,277 1,090,681
outstanding at end of
period

Global Governments Subaccount

1998 1997 1996 1995
Net asset value:
Beginning of period $11.58 $11.29 $10.01
End of period 11.29 11.58 11.29

Percentage increase in (2.50)% 2.57% 12.8%
unit value during period

Number of units 1,232,126 1,033,483 505,990
outstanding at end of
period

Emerging Growth Subaccount

1998 1997 1996** 1995
Net asset value:
Beginning of period $10.08 $10.00
End of period 12.12 10.08

Percentage increase in 20.24% 0.80%
unit value during period

Number of units 3,752,045 1,650,627
outstanding at end of
period

Oppenheimer High Income Subaccount

1998 1997***
Net asset value:
Beginning of period $10.00
End of period 10.99

Percentage increase in 9.9%
unit value during period

Number of units 1,234,868
outstanding at end of
period

Templeton Developing Markets Subaccount

1998 1997***
Net asset value:
Beginning of period $10.00
End of period 6.64

Percentage increase in (33.60)%
unit value during period

Number of units 458,727
outstanding at end of
period

*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.

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.

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. Under certain circumstances, this charge may
also be deducted from a death benefit payment or upon the election of certain
annuity payment options.

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 exceeds $25,000.) 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.
<PAGE>
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.

Capital Appreciation Stock Fund. The Capital Appreciation Stock Fund seeks
long-term capital appreciation.

Mid-Cap Stock Fund. The Mid-Cap Stock Fund seeks long-term capital appreciation
by investing in midsize and small companies.

Growth and Income Stock Fund. The Growth and Income Stock Fund seeks long-term
capital growth, with income as a secondary consideration.

Balanced Fund. The Balanced Fund seeks a high total return through the
combination of income and capital appreciation.

Bond Fund. The Bond Fund seeks to generate a high level of current income,
consistent with the prudent limitation of investment risk, primarily through
investment in a diversified portfolio of income bearing debt securities.

Money Market Fund. The Money Market Fund seeks high current income from money
market instruments consistent with the preservation of capital and liquidity.
The fund intends to maintain a stable value of $1.00 per share.

Treasury 2000 Fund. The Treasury 2000 Fund seeks to provide safety of capital
and a relatively predictable payout upon portfolio maturity.

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.

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 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. This Fund seeks a high level of current income
from investments in high yield fixed-income securities. High Income Fund'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 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 equity securities of issuers in countries
having developing markets.

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 International Stock Portfolio, the
MFS Global Governments Series and the MFS Emerging Growth Series, the
Oppenheimer High Income Fund, 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

The Ultra Series Fund. Because Class Z shares of the Ultra Series Fund are sold
to the CUNA Mutual Group separate accounts to fund individual and group variable
annuity contracts as well as individual variable life insurance contracts and
qualified retirement plans sponsored by CUNA Mutual Group, and Class C shares of
the Ultra Series Fund may be sold to unaffiliated insurance company separate
accounts and qualified retirement plans, it is possible that material conflicts
could arise because the Ultra Series Fund offers shares to (1) variable annuity
contract owners (or participants under group variable annuity contracts) and
variable life insurance contract owners, or (2) to support variable annuity and
variable life insurance contracts of affiliated and unaffiliated insurance
companies and (3) to support affiliated and unaffiliated qualified retirement
plans. Such material conflicts could include, for example, differences in
federal tax treatment of variable annuity contracts versus variable life
insurance contracts. The Ultra Series Fund does not currently foresee any
disadvantage to one category of investors vis-a-vis another arising from the
fact that the Ultra Series Fund's shares support different types of variable
insurance contracts. However, the Ultra Series Fund's Board of Trustees will
continuously monitor events to identify any potential material conflicts that
may arise between the interests of different categories or Classes of investors
and to determine what action, if any, should be taken to resolve such conflicts.
Such action may include redeeming shares of the Ultra Series Fund held by one or
more of the separate accounts or qualified retirement plans involved in any
material irreconcilable conflict.

The T. Rowe Price International Series, Inc., the MFS Variable Insurance Trust,
the Oppenheimer Variable Account Funds, and the Templeton Variable Products
Series Fund. The T. Rowe Price International Series, Inc. currently sells shares
of the International Stock Portfolio to the Variable Account and to separate
accounts of life insurance companies not affiliated with the Company to support
other variable annuity and variable life contracts. The MFS Variable Insurance
Trust currently sells shares of its MFS World Governments Series and its MFS
Emerging Growth Series to the separate accounts of the Company for variable
annuity Contracts and for variable universal life insurance Contracts, and to
separate accounts of life insurance companies not affiliated with the Company to
support other variable annuity contracts (and to MFS as a seed money
investment). The Oppenheimer Variable Account Funds currently sells shares of
its Oppenheimer High Income Fund to the separate accounts of the Company for
variable annuity Contracts and for variable universal life insurance Contracts,
and to separate accounts of life insurance companies not affiliated with the
Company to support other variable annuity contracts. The Templeton Variable
Products Series Fund currently sells shares of its Templeton Developing Markets
Fund: Class 2 to the separate accounts of the Company for variable annuity
Contracts and for variable universal life insurance Contracts, and to separate
accounts of life insurance companies not affiliated with the Company to support
other variable annuity and variable life contracts. Shares of the International
Stock Portfolio, the MFS World Governments Series, the MFS Emerging Growth
Series, the Oppenheimer High Income Fund, and the Templeton Developing Markets
Fund: Class 2 may in the future be sold to other separate accounts of the
Company and to separate accounts of other affiliated or unaffiliated life
insurance companies to support other variable annuity or variable life insurance
contracts. Shares of the MFS World Governments Series, the MFS Emerging Growth
Series, the Oppenheimer High Income Fund and the Templeton Developing Markets
Fund: Class 2 also may in the future be sold to qualified retirement plans.

Currently, the Company does not foresee any disadvantages to Owners arising from
the sale of such shares to support variable life insurance contracts or variable
annuity contracts of other companies or to qualified retirement plans. However,
the management of the T. Rowe Price International Series, Inc., the MFS Variable
Insurance Trust, the Oppenheimer Variable Account Funds, and the Templeton
Variable Products Series Fund will each monitor events related to their Funds in
order to identify any material irreconcilable conflicts that might possibly
arise as a result of the Fund's offering its shares to (1) support both variable
life insurance Contracts and variable annuity Contracts, or (2) support the
variable life insurance contracts and/or variable annuity contracts issued by
various unaffiliated insurance companies. In addition, the management of the MFS
Variable Insurance Trust, the Oppenheimer Variable Account Funds, and the
Templeton Variable Products Series Fund will monitor the Trusts in order to
identify any material irreconcilable conflicts that might possibly arise as a
result of the sale of its shares to qualified retirement plans. In the event of
such a conflict, the management of the appropriate Fund would determine what
action, if any, should be taken in response to the conflict. In addition, if the
Company believes that the response of the T. Rowe Price International Series,
Inc., the MFS Variable Insurance Trust, the Oppenheimer Variable Account Funds,
or the Templeton Variable Products Series Fund to any such conflict
insufficiently protects Owners, it will take appropriate action on its own,
including withdrawing the Variable Account's investment in the International
Stock Portfolio, the MFS World Governments Series, the MFS Emerging Growth
Series, the Oppenheimer High Income Fund or the Templeton Developing Markets
Fund: Class 2 as appropriate. (The prospectuses for the T. Rowe Price
International Series, Inc., the MFS Variable Insurance Trust, the Oppenheimer
Variable Account Funds, and the Templeton Variable Products Series Fund also
address the material conflict issue.)

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:

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

*$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.

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

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

*$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 Day 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:

(a) he or she may elect, within 60 days of the date the Company
receives Due Proof of Death, to receive the Surrender Value in a
single sum within 5 years of the deceased Owner's death; or

(b) he or she may elect, within 60 days of the date the Company
receives Due Proof of Death, 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 affiliates, 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 Variable 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 the 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, and (5) any day
that a Subaccount's corresponding Fund does not value its shares. Federal
securities regulations will be followed in case of an emergency which makes
valuation extremely difficult, for example, fire, blizzard or tornado.

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

PRINCIPAL UNDERWRITER...........................................................

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

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

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

LEGAL MATTERS...................................................................

EXPERTS.........................................................................

OTHER INFORMATION...............................................................

FINANCIAL STATEMENTS............................................................
CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT.......................................
CUNA MUTUAL LIFE INSURANCE COMPANY..............................................

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>
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

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

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

PRINCIPAL UNDERWRITER...........................................................

CALCULATION OF YIELDS AND TOTAL RETURNS.........................................

Money Market Subaccount Yields..................................................
Other Subaccount Yields.........................................................
Average Annual Total Returns....................................................
Other Total Returns.............................................................
Effect of the Annual Contract Fee on Performance Data...........................

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

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

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

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

LEGAL MATTERS...................................................................

EXPERTS.........................................................................

OTHER INFORMATION...............................................................

FINANCIAL STATEMENTS............................................................

CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT.......................................
CUNA MUTUAL LIFE INSURANCE COMPANY..............................................
<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, and CUNA Mutual does not anticipate
discontinuing the offering of the Contracts. However, CUNA Mutual does reserve
the right to discontinue the offering of the Contracts. CUNA Brokerage received
and retained $__________ 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.

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

Capital Appreciation
Growth and Income
Balanced
Bond
Money Market
International Stock
Global Governments
Emerging Growth
Developing Markets
High Income

* For the period May 1, 1996 through December 31, 1997.
** For the period May 1, 1997 through December 31, 1997.
*** Effective May 1, 1999 MFS has changed the name of the MFS World Government
Series to the MFS Global Government Series. This change has been made
throughout this document.

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 Growth & Income, Balanced, Bond, and Money
Market Funds commenced operations in January, 1985. The Capital Appreciation
Fund commenced operations in January, 1994. The 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 ("Oppenheimer High Income Fund")
commenced operations in 1986. The Templeton Developing Markets Fund: Class 2
("Templeton Developing Markets Fund: Class 2") commenced operations in 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:
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
Capital Appreciation
Growth and Income
Balanced
Bond
Money Market
High Income
</TABLE>

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

Capital Appreciation
Growth and Income
Balanced
Bond
Money Market
International Stock
Global Governments
Emerging Growth
Developing Markets
High Income

* For the period 5/1/97 through 12/31/98.
**For the period 5/1/98 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:
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
Capital Appreciation
Growth and Income
Balanced
Bond
Money Market
High Income
</TABLE>

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>
<CAPTION>
Illustration of Calculation of Annuity Unit Value
<S> <C>
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>
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.

(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.

5. (a) Variable Annuity Application.

(b) State Variations.

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.

(b) Participation Agreement between MFS Variable Insurance Trust and
the Company dated November 21, 1997.

(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 6 to this Form N-4 registration statement (File
No. 33-73738) filed with the Commission on April 18, 1997.

(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 6 to this Form N-4 registration
statement (File No. 33-73738) filed with the Commission on April
18, 1997.

9. Opinion of Counsel from Barbara L. Secor, Esquire. 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.

10. KPMG Peat Marwick LLP Consent (to be filed with b filing).

11. Not applicable.

12. Not applicable.

13. Schedules of Performance Data Computation.

14. Financial Data Schedule electronic submission (Exhibit 27)(to be filed
with b filing).

Also, pursuant to Rule 483(b) copies of powers of attorney are filed as an
exhibit.
<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

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

* 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. Cooperative Savings and Credit Unions Insurance Society "Benefit" SA
(Poland) 75.93% ownership by CUNA Mutual Insurance Society 11.49%
ownership by CUMIS Insurance Society, Inc. 12.58% ownership by
Foundation for Polish Credit Unions September 1, 1992

7. GWARANT, Ltd.
50% ownership by CUNA Mutual Insurance Society 50% ownership by
Foundation for Polish Credit Unions February 18, 1994

8. 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

9. 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

10. CMG Mortgage Insurance Company
50% ownership by CUNA Mutual Investment Corporation 50% ownership by
PMI Mortgage Insurance Co.
April 14, 1994

11. 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

12. CUNA Caribbean Insurance Society Limited (Trinidad and Tobago, W.I.)
47.96% ownership by CUNA Mutual Insurance Society
July 4, 1985

13. 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

14. CUNA Service Group, Inc.
April 22, 1974 - CUNA Mutual Insurance Society purchased 200.71 shares

15. "Benevita LKS" (Russia)
49% CUNA Mutual Insurance Society
51 % League of Credit Unions
December 7, 1995

16. 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

Limited Liability Companies

1. CUNA Mortgage Assistance, L.L.C. 50% interest by CUNA Mortgage
Corporation 50% interest by CUNA Service Group, Inc.
November 7, 1995

2. "Sofia LTD." (Ukraine) 99.96% CUNA Mutual Insurance Society .04% CUMIS
Insurance Society, Inc.
March 6, 1996

3. 'FORTRESS' (Ukraine)
80% "Sofia LTD."
19% The Ukrainian National Association of Savings and Credit Unions
1% Service Center by UNASCU
September 25, 1996

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

Affiliated (Nonstock)

1. NARCUP, Inc.
August 8, 1978

2. CUNA Mutual Group Foundation, Inc.
July 5, 1967

3. CUNA Mutual Life Insurance Company
July 1, 1990

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:

The 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 $__________. 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

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485 for effectiveness of this Registration Statement and has caused this
Registration Statement to be signed on its behalf, in the City of Madison, and
State of Wisconsin on this 24th day of February, 1999.

CUNA Mutual Life Variable Annuity Account (Registrant)

By: /s/ Michael B. Kitchen
Michael B. Kitchen
President and Chief Executive Officer

CUNA Mutual Life Insurance Company (Depositor)

By: /s/ Michael B. Kitchen
Michael B. Kitchen
President and Chief Executive Officer

As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.

SIGNATURES AND TITLE DATE SIGNATURES AND TITLE DATE

James C. Barbre * Robert T. Lynch *
James C. Barbre, Director Robert T. Lynch, Director

Robert W. Bream * Brian L. McDonnell *
Robert W. Bream, Director Brian L. McDonnell, Director

Wilfred F. Broxterman * C. Alan Peppers *
Wilfred F. Broxterman, Director C. Alan Peppers, Director

James L. Bryan * Omer K. Reed *
James L. Bryan, Director Omer K. Reed, Director

Loretta M. Burd * Richard C. Robertson *
Loretta M. Burd, Director Richard C. Robertson, Director

Ralph B. Canterbury * Rosemarie M. Shultz *
Ralph B. Canterbury, Director Rosemarie M. Shultz, Director

Joseph N. Cugini * Neil A. Springer *
Joseph N. Cugini, Director Neil A. Springer, Director

Rudolf J. Hanley * Farouk D. G. Wang *
Rudolf J. Hanley, Director Farouk D. G. Wang, Director

Jerald R. Hinrichs * Larry T. Wilson *
Jerald R. Hinrichs, Director Larry T. Wilson, Director

/s/ Michael B. Kitchen 2/24/99 /s/ Kevin S. Thompson 2/24/99
Michael B. Kitchen, Director Kevin S. Thompson, Attorney-In-Fact

* Pursuant to Powers of Attorney filed herewith

<PAGE>
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485 for effectiveness of this Registration Statement and has caused this
Registration Statement to be signed on its behalf, in the City of Madison, and
State of Wisconsin on this 24th day of February, 1999.

SIGNATURES AND TITLE

/s/ Richard J. Keintz
Richard J. Keintz
Chief Officer - Finance & Information Service

/s/ Michael B. Kitchen
Michael B. Kitchen
President & Chief Executive Officer

<PAGE>
EXHIBIT INDEX

4. (b) State Variations.

(e) Roth IRA Endorsement.

(f) Executive Benefit Plan Endorsement.

5. (a) Variable Annuity Application.

(b) State Variations.

8. (a) Letter Agreement between Rose Price-Fleming, Inc. and the Company
dated April 1, 1997.

(b) Participation Agreement between MFS Variable Insurance Trust and
the Company dated November 21, 1997.

13. Schedules of Performance Data Computation.

Powers of Attorney
<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 Maine
Alaska Minnesota
Arkansas Mississippi
Colorado Missouri
Connecticut Nebraska
Delaware Nevada
Georgia New Hampshire
Hawaii New Mexico
Indiana Ohio
Iowa Rhode Island
Kentucky South Dakota
Louisiana Tennessee
Wyoming

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.

Illinois Contract No. 2800IL 0697 changes Form 2800 to change the form number
and add the DCA 1 Year Account language.

Kansas Contract No. 2800 KS deletes nursing homes/terminal illness
paragraph from Section 7.4 of Form 2800.

Maryland Contract No. 2800 MD adds "Limited Participation as described
herein." Deletes "Fixed" from Form 2800 title on the cover page.
Deletes sentence saying, "we will refund any purchase payments
received by us required by state law" from the Right to Examine
provision. There are no Fixed Accounts, therefore, Section 7.5 from
Form 2800 regarding fixed accounts and Section 6 from Form 2800
regarding Guaranteed Interest Option have been deleted. Deleted all
references to Guaranteed Interest Option throughout the Form 2800
Contract.

Maryland Contract No. 2800MD 0897 changes Form 2800 by changing the DCA 1
Year Guarantee Period language throughout the contract to limit it
to 3 years. Also deletes Guarantee Periods 1, 3, 5, 7, and 10.
Deletes all references to these guarantee periods and to interest
adjustment throughout the contract. Deletes sentence on cover
saying, "we will refund any purchase payments received by us
required by state law" from the Right to Examine provision.

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 changes Form 2800 language on the cover
to delete "Fixed" from the title. Also adds to the cover "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 and
contract loans will be deducted prior to determining such benefit
amounts". There are no fixed accounts, therefore deletes Section 7.5
regarding fixed accounts and interest adjustment, and Section 6,
Guarantee Interest Option. All references to fixed accounts,
interest adjustment, and the Guaranteed Interest Option removed
throughout the contract. Changes Section 7.1 to read "We reserve the
right to waive the transfer fee and suspend the transfer privilege
for a reasonable period of time. Suspension of this transfer
privilege will be administered in a nondiscriminatory manner.
Changes Section 7.4 to define Earnings as: contract value less
purchases payments. Also changes the same section by deleting the
Nursing Home/Terminal Illness provision. Changes Section 9.1 by
adding "If, on any date, Your Loan Amount causes your Surrender
Value to be equal to or less than zero, the Contract will be in
default". Changes Section 11 by deleting Settlement Opion 1,
Interest Option.

New Jersey Contract No. 2800NJ 1097 changes Form 2800 to add to the
cover "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 and contract loans will be deducted prior to determining such
benefit amounts". Changes the DCA 1 Year Guarantee Period language
throughout the contract to limit it to 3 years and deletes Guarantee
Periods 1, 3, 5, 7, and 10. Deletes all references to these
guarantee accounts and to interest adjustment throughout the
contract. Changes Section 7.4 to delete the Nursing Home/Terminal
Illness provision. Changes Section 9.1 by adding "If, on any date,
Your Loan Amount causes your Surrender Value to be equal to or less
than zero, the Contract will be in default. Changes Section 11 by
deleting Settlement Option 1, Interest Option.

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 by deleting
"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/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/guarantee period with no interest adjustment. Therefore, all
language regarding interest adjustment deleted, including Section
7.5.

Vermont Contract No. 2800VT revises From 2800 to delete "Fixed" from the
title on the cover. Also added the language "in addition to any
scheduled surrender charge" to the cover where stating that any
interest adjustment may make the Guaranteed Interest Option Value
adjust upward or downward.

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.

Wisconsin Contract No. 2800 WI changes Form 2800 to allow one fixed
account/guarantee period with no interest adjustment. Therefore, all
language regarding interest adjustment deleted, including Section
7.5.
<PAGE>
Exhibit 4(e)
Roth IRA Endorsement

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 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.

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 4(f)
Executive Benefit Plan Endorsement

CUNA Mutual Life Insurance Company
A Mutual Insurance Company
2000 Heritage Way, Waverly, Iowa 50677
Phone: 800/798-5500

EXECUTIVE BENEFIT PLAN ENDORSEMENT

SECTION 1. GENERAL INFORMATION

What is our agreement with you?

Our agreement with you includes this endorsement as a part of the policy or
contract (herein referred to as "policy") to which it is attached. The
provisions of the policy apply to this endorsement unless changed by this
endorsement.

SECTION 2. BENEFIT

What is the benefit provided by this endorsement?

This endorsement waives the surrender charges or deferred charges on the policy
to which it is attached subject to the following:

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

b.) this policy is owned by a business or a trust;

c.) the new policy is owned by the same entity;

d.) the insured or annuitant under this 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);

e.) the insured or annuitant under the new policy is also a selected
manager or a highly compensated employee;

f.) we receive an application for the new policy; and

g.) we have evidence of insurability satisfactory to us.

SECTION 3. CHARGES

Is there a charge for this benefit?

There is no charge for this benefit. However, if you exercise the right provided
by this endorsement during the first two policy years, we reserve the right to
charge a fee to offset expenses incurred. Any fee charged will never be greater
than $150.00.

CUNA Mutual Life Insurance Company
A Mutual Insurance Company

/s/ Michael B. Kitchen
President

98-EBP
<PAGE>
Exhibit 5(a)
Variable Annuity Application

CUNA MUTUAL LIFE VARIABLE ANNUITY APPLICATION Credit Union No.____
INSURANCE COMPANY (Please Print Clearly)
A Mutual Insurance Company
2000 Heritage Way, Waverly, Iowa 50677

1. ANNUITANT (OWNER) Sex: __Male __Female
Name ____________________________________ SS No./Tax ID:______
Address __________________________________ Date of Birth:______
City ________________ State ____ ZIP _____ Daytime Phone(__)___

2. CO-ANNUITANT (CO-OWNER) Sex: __Male __Female
(Not available for QRP, IRA, Roth IRA, SEP or 403(b) Plans)
Name ____________________________________ SS No./Tax ID:______
Address __________________________________ Date of Birth:______
City ________________ State ____ ZIP _____ Daytime Phone(__)___

3. OWNER Sex: __Male __Female
(If Annuitant(s) are not also the Owner(s), then specify the Owner here.)
Name ____________________________________ SS No./Tax ID:______
Address __________________________________ Date of Birth:______
City ___________________ State ______ ZIP ______ Daytime Phone(__)___

4. BENEFICIARY Sex: __Male __Female
(To list more beneficiaries, use Section 10.)
Name Address Relationship to Annuitant

Primary ___________________________________________________________________

Contingent ________________________________________________________________

5. PLAN TYPE (Check the appropriate boxes.) 6. HOME OFFICE USE ONLY
__Non-qualified __457(b) __457(f)

Qualified: (Check the appropriate plan description.)
__IRA __SEP/IRA __403(b) Other _______
__Roth Contributory IRA __Roth Conversion IRA

7. PURCHASE PAYMENTS Please make checks payable to CUNA Mutual Life Insurance
Company.
Single/Initial Purchase Payment $ ______ Future Purchase Payments $ _____
(Min. Total First Year: Non-qual. $5000, (Min.: $100 or $25 for Automatic
Qual. or 457 $2000, 403(b) $300) & Salary Savings)
By:__Check __Automatic* By: __Mo. Automatic*
__Transfer __Rollover __Salary Savings
Year for which contribution applies ____ __Quarterly
(If Qualified) __Semiannual __Annual

The Initial Purchase Payment applied will be equal to the actual
amount received by CUNA Mutual Life Insurance Company.
*You must complete the Automatic Purchase Payment Plan, Form 340.

8. PURCHASE PAYMENT ALLOCATION % (Whole %; Must total 100%; Minimum 5% per
Subaccount or Guarantee Period.)
ALLOCATION % TO SUBACCOUNT(S) OF THE VARIABLE ACCOUNT:

__% Capital Appreciation Stock __% Money Market __% High Income
__% Growth & Income Stock __%World Governments __% Developing Markets
__% Balanced Account __%International Stock __% Mid-Cap Stock
__% Bond __% Emerging Growth __% Other

ALLOCATION % TO GUARANTEE PERIOD(S) OF THE GUARANTEED INTEREST OPTION:
(Note - Min. amount $1000 each payment)
__% DCA 1 Year __% 1 Year __% 3 Year __% 5 Year __% 7 Year __% 10 Year

9. PRESERVATION PLUS PROGRAM I will participate in the Preservation Plus
Program. I hereby authorize CUNA Mutual Life Insurance Company to allocate
a portion of the initial purchase payment to the ___ Year Guarantee Period.
This portion will be the present value reflecting the guaranteed interest
rate as of the contract issue date for the Guarantee Period indicated. The
difference between the initial purchase payment and the portion allocated
to the Guarantee Period will be allocated as indicated in Section 8.

10. Special Instructions 11. Will this contract replace or change
any existing life insurance or annuity
in this or any other company? _Yes _No
If Yes:
What Company?_________________________
What Contract Number? ________________

12. SUITABILITY
Must be completed by Owner. Annual Earnings Estimated Net Worth
Occupation_______________ $ 25,000-$ 49,999 $ 25,000-$ 74,999
Employer_________________ $ 50,000-$ 99,000 $ 75,000-$124,999
Address__________________ $100,000-$199,999 $125,000-$174,999
City_____ State__ Zip ___ $200,000+ $175,000-$224,999
Other Inc._______ $225,000+
Specify $_____
Financial Objectives Check all that apply.
____Preservation of Capital ____Income
____Long Term Growth ____Maximum Capital Appreciation

Initial Source of Funds Check all that apply.
____CDs/Savings Acct. ____Investments
____Stocks/Bonds ____Sale of Personal Property
____Current Income ____Policy Cash Value, Dividend or Loan
____Policy Surrender ____Qualified Retirement Plan __Other

13. TELEPHONE/FAX AUTHORIZATION

I understand that I will automatically have telephone/fax authorization
unless the following box is marked:

__I do NOT want telephone/fax authorization

I understand that the representative who signs this application will
automatically have telephone/fax authorization unless the following box is
marked:

__I do NOT want the representative who signed this application to have
telephone/fax authorization.

See the Optional Program form for details on what transactions can be done
by telephone/fax. If your representative changes, you will need to complete
a new authorization.

14. AGREEMENT

a. I hereby represent my answers to the above questions to be correct and
true to the best of my knowledge and belief and are made as a basis
for my application.

b. I understand that no agent is authorized to make, modify or discharge
any annuity contract provision or waive any of the Company's rights or
requirements.

c. Any person who, with intent to defraud or knowing that he is
facilitating a fraud against an insurer, submits an application or
files a claim containing a false or deceptive statement is guilty of
insurance fraud, which is a crime.

d. I ACKNOWLEDGE RECEIPT OF A CURRENT VARIABLE ANNUITY PROSPECTUS
DATED _______. I HEREBY REQUEST A STATEMENT OF ADDITIONAL INFORMATION
__YES __NO

e. I UNDERSTAND THAT CONTRACT VALUES, WHEN BASED ON THE INVESTMENT
EXPERIENCE OF A VARIABLE ACCOUNT ARE VARIABLE AND NOT GUARANTEED AS TO
A FIXED DOLLAR AMOUNT.

f. I UNDERSTAND THAT AMOUNTS WITHDRAWN FROM THE GUARANTEED INTEREST
OPTION MAY BE ADJUSTED UPWARD OR DOWNWARD BASED ON AN INTEREST
ADJUSTMENT FORMULA.

g. I, the proposed owner(s), certify under penalties of perjury, that the
taxpayer identification number(s) shown under Sections 1 and 2, or
under Section 3 (if Owner is other than the Annuitant), is my correct
taxpayer identification number, and I am NOT subject to backup
withholding unless I have marked the box below"

__I have been notified that I am subject to backup withholding
under Internal Revenue Section 3406(a)(1)(c),and the payor shall
withhold in accordance with withholding requirement imposed by
law.

The Internal Revenue Service does not require your consent to any
provisions of this document other than the certifications required to
avoid backup withholding.

Signed at ______________________________________________ _______________
City and State Date
______________________________________________ _______________
Signature of Owner (If other than Proposed Annuitant) Date
______________________________________________ _______________
Signature of Annuitant(s) Date

AGENT:

To the best of your knowledge, will this contract replace or change any existing
life insurance or annuity? __Yes __No

If yes, have all required documents been completed in compliance with applicable
state regulations? __Yes __No

If no, explain in Section 10.

________________________________ _____________ _______________
Signature of Agent Agent No. Date
<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 Maryland
Arkansas Massachusetts
California Mississippi
Colorado Missouri
Connecticut Nebraska
Delaware New Jersey
Hawaii New Mexico
Illinois North Dakota
Indiana Rhode Island
Iowa South Dakota
Kansas Tennessee
Louisiana Vermont
Maine West Virginia
Wyoming

The following application forms vary from the Form No. 1676 as indicated below:

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 CUNA Mutual Life Insurance Company, 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. 1676 FL changes Section 13(e) to "I understand that
contract value placed in the subaccounts of the variable account will increase
or decrease based on the investment experience of the subaccount(s) selected";
adds agent license no line next to the witness or agent line. Form 1676 FL
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
subaccount(s) of the variable account. 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:

Maryland
Oregon

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:

Pennsylvania
Texas
Wisconsin

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(D)
language is used in the following states:

Utah

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. Application Form No. 1676(G)
language is used in the following states:

Washington
<PAGE>
Exhibit 8(a)
Letter Agreement between Rose Price-Fleming, Inc. and the Company
dated April 1, 1997.

LETTER AGREEMENT

August 27, 1997

CUNA Mutual Life Insurance Company

Ladies and Gentlemen:

This letter sets forth the agreement ("Agreement") between CUNA Mutual Life
Insurance Company ("Company") and Rowe Price-Fleming International, Inc.
("RPFI") concerning certain administrative services to be provided by you, with
respect to the T. Rowe Price International Series, Inc., (the "Fund"), with
effect from April 1, 1997.

1. The Fund. The Fund is a Maryland Corporation registered with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940, as amended (the "Act") as an open-end diversified management investment
company. The Fund serves as a funding vehicle for variable annuity contracts and
variable life insurance contracts and, as such, sells its shares to insurance
companies and their separate accounts. With respect to various provisions of the
Act, the SEC requires that owners of variable annuity contracts and variable
life insurance contracts be provided with materials and rights afforded to
shareholders of a publicly-available SEC-registered mutual fund.

2. The Company. The Company is an Iowa mutual life insurance company. The
Company issues variable life and variable annuity contracts (the "Contracts")
supported by one or more separate accounts (individually a "Separate Account"
and collectively the "Separate Accounts") which are registered with the SEC as
unit investment trusts, or which are properly exempt from registration. The
Company has entered into a participation agreement with the Fund (the
"Participation Agreement") pursuant to which the Company purchases shares of the
Fund for the Separate Accounts supporting the Company's Contracts.

3. RPFI. RPFI serves as the investment adviser to the T. Rowe Price
International Series, Inc. RPFI supervises and assists in the overall management
of the Fund's affairs under an investment management agreement with the Fund
(the "Management Agreement"), subject to the overall authority of the Fund's
Board of Directors in accordance with Maryland law. Under the Management
Agreement, RPFI is compensated for providing investment advisory and certain
administrative services (either directly or through affiliates).

CUNA Mutual Life Insurance Company
August 27, 1997
Page 2

4. Administrative Services. You have agreed to assist us, as we may request
from time to time, with the provision of administrative services to the Fund, as
they may relate to the investment in the Fund by the Separate Accounts. It is
anticipated that such services may include (but shall not be limited to): the
mailing of Fund reports, notices, proxies and proxy statements and other
informational materials to holder of the Contracts supported by the Separate
Accounts; the maintenance of separate records for each holder of the Contracts
reflecting shares purchased and redeemed and share balances; the preparation of
various reports for submission to Fund directors; the provision of advice and
recommendations concerning the operation of the series of the Fund as funding
vehicles for the Contracts; the provision of shareholder support services with
respect to the Separate Account portfolios serving as funding vehicles for the
Contracts; telephone support for holders of Contracts with respect to inquiries
about the Fund; and the provision of other administrative services as shall be
mutually agreed upon from time to time.

5. Payment for Administrative Services. In consideration of the
administrative services to be provided by the Company, we shall make payments to
the Company on a quarterly basis ("Payments") from our assets, including our
bona fide profits as investment advisers to the Fund, an amount equal to 15
basis points (0.15%) per annum of the average net asset value of shares of the
Fund held by the Separate Accounts under the Participation Agreement, provided,
however, that such payments shall only be payable with respect to the Fund for
each calendar quarter during which the aggregate dollar value of shares of the
Fund purchased pursuant to the Participation Agreement by the Company exceeds
$50,000,000. For purposes of computing the payment to the Company contemplated
under this Paragraph 5, the average aggregate net asset value of shares of the
Fund held by the Separate Accounts over a quarterly period shall be computed by
totaling each Separate Account's aggregate investment (share net asset value
multiplied by total number of shares held by the Separate Account) on each
business day during the calendar quarter, and dividing by the total number of
business days during such quarter. The Payments contemplated by this Paragraph 5
shall be calculated by RPFI at the end of each calendar quarter and will be paid
to the Company within 30 business days thereafter.

6. Nature of Payments. The parties to this Agreement recognize and agree
that RPFI's payments to the Company relates to administrative services only and
does not constitute payment in any manner for investment advisory services or
for costs of distribution of the Contracts or of Fund shares; and further, that
these payments are not otherwise related to investment advisory or distribution
services or expenses, or administrative services which RPFI is required to
provide to owners of the Contracts pursuant to the terms thereof. You represent
that you may legally receive the payments contemplated by this Agreement.

7. Term. This Agreement shall remain in full force and effect for an
initial term of two years, and shall automatically renew for successive one-year
periods unless any party informs each of the other parties upon 60-days written
notice of its intent not to continue this

CUNA Mutual Life Insurance Company
August 27, 1997
Page 3

Agreement. This Agreement and all obligations hereunder shall terminate
automatically with respect to the Company and its relationship with the Fund
upon the redemption of the Company's and its Separate Accounts investment in the
Fund, or upon termination of its Participation Agreement with the Fund, CUNA
Mutual Life Insurance Company

8. Amendment. This Agreement may be amended only upon mutual agreement o
all of the parties hereto in writing.

9. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which shall together constitute one
and the same instrument.

If this Agreement is consistent with your understanding of the matters we
discussed concerning your administrative services, kindly sign below and return
a signed copy to us.

Very truly yours,

ROWE PRICE-FLEMING
INTERNATIONAL, INC.

By: /s/ Nancy M. Morris
Name: Nancy M. Morris
Title: Vice President

Acknowledged and Agreed to:

CUNA MUTUAL LIFE INSURANCE
COMPANY

By: Michael S. Daubs
Name: Michael S. Daubs
Title: Chief - Investments
<PAGE>
Exhibit 8(b)
Participation Agreement between MFS Variable Insurance Trust
and the Company dated November 21, 1997.

PARTICIPATION/SERVICE AGREEMENT
AMONG
MFS VARIABLE INSURANCE TRUST,
CUNA MUTUAL LIFE INSURANCE COMPANY
MASSACHUSETTS FINANCIAL SERVICES COMPANY

THIS AGREEMENT, made and entered into as of this 21st day of November
1997, by and among MFS VARIABLE INSURANCE TRUST, a Massachusetts business trust
(the "Trust"), CUNA Mutual Life Insurance Company, an Iowa corporation (the
"Company") on its own behalf and on behalf of each of the qualified retirement
plans set forth in Schedule A hereto, as may be amended from time to time. (the
"Plans"), and MASSACHUSETTS FINANCIAL SERVICES COMPANY, a Delaware corporation
("MFS").

WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and its shares are registered or will be registered under the Securities Act of
1933, as amended (the "1933 Act");

WHEREAS, shares of beneficial interest of the Trust are divided into
several series of shares, each representing the interests in a particular
managed pool of securities and other assets;

WHEREAS, the series of shares of the Trust offered by the Trust to the
Plans are set forth on Schedule A attached hereto (each, a "Portfolio," and,
collectively, the "Portfolios");

WHEREAS, MFS is duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and any applicable state securities
law, and is the Trust's investment adviser;

WHEREAS, the Company sponsors the Plans and provides administrative
services comprised of, but not limited to, record-keeping, reporting and
processing services to the Plans (the "Administrative Services");

WHEREAS, the Plans are duly organized, validly existing retirement
plans qualified under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), established by resolution of the Board of Directors of the
Company, to set aside and invest assets attributable to the participants in the
Plans (the "Participants") (the Plans covered by this Agreement, and each
corresponding Portfolio covered by this Agreement in which the Plans invest, is
specified in Schedule A attached hereto as may be modified from time to time);

WHEREAS, MFS Fund Distributors, Inc. (the "Underwriter") is registered
as a broker-dealer with the Securities and Exchange Commission (the "SEC") under
the Securities Exchange Act of 1934, as amended (hereinafter the "1934 Act"),
and is a member in good standing of the National Association of Securities
Dealers, Inc. (the "NASD"); and

WHEREAS, to the extent permitted by applicable law, the Plans intend to
purchase shares in one or more of the Portfolios specified in Schedule A
attached hereto (the "Shares"), and the Trust intends to sell such Shares to the
Plans at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the Trust,
MFS, and the Company agree as follows:

ARTICLE I. PERFORMANCE OF SERVICES

1.1. The Company agrees to perform the administrative services and
functions specified in Schedule B attached hereto (the "Services") with respect
to Shares owned by Plans and included in one or more accounts (not to exceed one
per Plan) in each Portfolio (the "Accounts").

1.2. In consideration of the Company's performance of the Services, MFS
agrees to pay the Company the Service Fees described in Schedule C attached
hereto. The parties agree that the Service Fees are for administrative services
only and do not constitute payment in any manner for investment advisory or
distribution services. Except as otherwise provided in this Agreement, each
party shall bear all expenses incidental to the performance of its obligations
under this Agreement.

ARTICLE II. SALE OF TRUST SHARES

2.1. The Trust agrees to sell to the Plans those Shares which the
Accounts order (based on orders placed by Participants on that Business Day, as
defined below) and which are available for purchase by such Accounts, executing
such orders on a daily basis at the net asset value next computed after receipt
by the Trust or its designee of the order for the Shares. For purposes of this
Section 2. I, the Company shall be the designee of the Trust for receipt of such
orders from Participants and receipt by such designee shall constitute receipt
by the Trust; provided that the Trust receives notice of such orders by 9:30
a.m. New York time on the next following Business Day. "Business Day" shall mean
any day on which the New York Stock Exchange, Inc. (the "NYSE") is open for
trading and on which the Trust calculates its net asset value pursuant to the
rules of the SEC.

2.2. The Trust agrees to make the Shares available indefinitely for
purchase at the applicable net asset value per share by the Company and the
Accounts on those days on which the Trust calculates its net asset value
pursuant to rules of the SEC and the Trust shall calculate such net asset value
on each day which the NYSE is open for trading. Notwithstanding the foregoing,
the Board of Trustees of the Trust (the "Board") may refuse to sell any Shares
to the Company and the Accounts, or suspend or terminate the offering of the
Shares if such action is required by law or by regulatory authorities having
jurisdiction or is, in the sole discretion of the Board acting in good faith and
in light of its fiduciary duties under federal and any applicable state laws,
necessary in the best interest of the Shareholders of such Portfolio.

2.3. The Trust and MFS agree that the Shares will be sold only to
insurance companies which have entered into participation agreements with the
Trust and MFS (the "Participating Insurance Companies") and their separate
accounts, qualified pension and retirement plans and MFS or its affiliates. The
Company undertakes that the Plans will not resell the Shares except to the Trust
or its agents.

2.4. The Trust agrees to redeem for cash, on the Company's request, any
full or fractional Shares held by the Accounts (based on orders placed by
Participants on that Business Day), executing such requests on a daily basis at
the net asset value next computed after receipt by the Trust or its designee of
the request for redemption. For purposes of this Section 2.4, the Company shall
be the designee of the Trust for receipt of requests for redemption from
Participants and receipt by such designee shall constitute receipt by the Trust;
provided that the Trust receives notice of such request for redemption by 9:30
am. New York time on the next following Business Day.

2.5. Each purchase, redemption and exchange order placed by the Company
shall be placed separately for each Portfolio and shall not be netted with
respect to any Portfolio. However, with respect to payment of the purchase price
by the Plans and of redemption proceeds by the Trust, the Plans and the Trust
shall net purchase and redemption orders with respect to each Portfolio and
shall transmit, or arrange for the transmission of, one net payment for all of
the Portfolios in accordance with Section 2.6 hereof.

2.6. In the event of net purchase, the Plans shall pay for the Shares
by 2:00 p.m. New York time on the next Business Day after an order to purchase
the Shares is made in accordance with the provisions of Section 2. I. hereof. In
the event of net redemptions, the Trust shall pay the redemption proceeds by
2:00 p.m. New York time on the next Business Day after an order to redeem the
shares is made in accordance with the provisions of Section 2.4. hereof. All
such payments shall be in federal funds transmitted by wire.

2.7. Issuance and transfer of the Shares will be by book entry only.
Stock certificates will not be issued to the Plans or the Accounts. The Shares
ordered from the Trust will be recorded in an appropriate title for the Accounts
or the appropriate subaccounts of the Accounts.

2.8. The Trust shall furnish same day notice (by wire or telephone
followed by written confirmation) to the Plans of any dividends or capital gain
distributions payable on the Shares. The Company, on behalf of the Plans, hereby
elects to receive all such dividends and distributions as are payable on a
Portfolio's Shares in additional Shares of that Portfolio. The Trust shall
notify the Company of the number of Shares so issued as payment of such
dividends and distributions.

2.9. The Trust or its custodian shall make the net asset value per
share for each Portfolio available to the Company on each Business Day as soon
as reasonably practical after the net asset value per share is calculated and
shall use its best efforts to make such net asset value per share available by
6:30 p.m. New York time. In the event that the Trust is unable to meet the 6:30
p.m. time stated herein, it shall provide additional time for the Company to
place orders for the purchase and redemption of Shares. Such additional time
shall be equal to the additional time which the Trust takes to make the net
asset value available to the Company. If the Trust provides materially incorrect
share net asset value information, the Trust shall make an adjustment to the
number of shares purchased or redeemed for the Accounts to reflect the correct
net asset value per share. Any material error in the calculation or reporting of
net asset value per share, dividend or capital gains information shall be
reported promptly upon discovery to the Company.

ARTICLE III. CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1. The Company represents and warrants that:

(a) the arrangements and compensation provided for in
this Agreement will be disclosed to the Plans through
a Plan fiduciary;

(b) it will not be a "fiduciary" of any Plan with respect
to the provision of the Administrative Services, the
Services or with respect to a Plan's Purchase of
Shares, as such term is defined in Section 3(21) of
ERISA, and Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code");

(c) the receipt of the Service Fees described in Section
1.2 hereof by the Company will not constitute a
non-exempt "prohibited transaction" as such term is
defined in Section 406 of ERISA and Section 4915 of
the Code;

(d) it is not required to be registered as a
broker-dealer under the 1934 Act or any applicable
state securities laws, including as a result of
entering into and performing the Services set forth
in this Agreement;

(e) if it is required to be registered as a transfer
agent under the 1934 Act for purposes of performing
the Services set forth in this Agreement, it is so
registered or will be so registered prior to
performing such Services; and

(f) Shares of any Portfolio sold to a Plan will be held
by the trustee of that Plan as required by Section
403(a) of ERISA.

3.2. Upon the Company being registered as a transfer agent under the
1934 Act, the Company shall, at all times, comply with all laws, rules and
regulations applicable to a transfer agent under the Federal securities laws,
including without limitation requirements for delivery of prospectuses (which
term includes prospectus supplements), Whether or not required by applicable
law, the Company shall deliver or arrange for the delivery of prospectuses to
Participants in participant-directed Plans, as updated annually and from time to
time.

3.3. The Company and its agents and representatives shall not make any
representations concerning a Portfolio or the Shares except those contained in
the then current prospectus of such Portfolio.

3.4. Each party or its designee shall maintain and preserve all records
as required by law to be maintained and preserved in connection with providing
the Services and in making Shares available to the Plans. Upon the request of
MFS, the Company shall provide copies of all the historical records relating to
transactions between the Portfolios and the Plans. written communications
regarding the Portfolios to or from such Plans and other materials, in each case
(i) as are maintained by the Company in the ordinary course of its business and
in compliance with laws and regulations governing transfer agents, and (ii) as
may reasonably be requested to enable MFS or its representatives. including
without limitation its auditors or legal counsel, to (a) monitor and review the
Services, (b) comply with any request of a governmental body or self-regulatory
organization or a Plan, (c) verify compliance by the Company with the terms of
this Agreement, (d) make required regulatory reports, or(e) perform general
customer supervision. The Company agrees that it will permit MFS or such
representatives to have reasonable access to its personnel and records in order
to facilitate the monitoring of the quality of the Services.

3.5. The Company will not pass-through voting to Participants and will
ensure that the Plans do not pass-through voting with respect to shareholder
actions of the Portfolios.

3.6. The Trust and MFS represent and warrant that the Shares sold
pursuant to this Agreement shall be registered under the 1933 Act, duly
authorized for issuance and sold in compliance with the laws of The Commonwealth
of Massachusetts and all applicable federal and state securities laws and that
the Trust is and shall remain registered under the 1940 Act. The Trust shall
amend the registration statement for its Shares under the 1933 Act and the 1940
Act from time to time as required in order to effect the continuous offering of
its Shares. The Trust shall register and qualify the Shares for sale in
accordance with the laws of the various states only if and to the extent deemed
necessary by the Trust.

3.7. MFS represents and warrants that the Underwriter is a member in
good standing of the NASD and is registered as a broker-dealer with the SEC. The
Trust and MFS represent that the Trust and the Underwriter will sell and
distribute the Shares in accordance in all material respects with all applicable
state and federal securities laws, including without limitation the 1933 Act,
the 1934 Act, and the 1940 Act.

3.8. The Trust represents that it is lawfully organized and validly
existing under the laws of The Commonwealth of Massachusetts and that it does
and will comply in all material respects with the 1940 Act and any applicable
regulations thereunder.

3.9. MFS represents and warrants that it is and shall remain duly
registered under all applicable federal securities laws and that it shall
perform its obligations for the Trust in compliance in all material respects
with any applicable federal securities laws and with the securities laws of The
Commonwealth of Massachusetts. MFS represents and warranty that it is not
subject to state securities laws other than the securities laws of The
Commonwealth of Massachusetts and that it is exempt from registration as an
investment adviser under the securities laws of The Commonwealth of
Massachusetts.

3.10. No less frequently than annually, the Company shall submit to the
Board such reports, material or data as the Board may reasonably request so that
it may carry out fully the obligations imposed upon it by the conditions
contained in the exemptive application pursuant to which the SEC has granted
exemptive relief to permit mixed and shared funding (the "Mixed and Shared
Funding Exemptive Order").

ARTICLE IV. PROSPECTUS AND PROXY STATEMENTS: VOTING

4.1. At least annually, the Trust or its designee shall provide the
Company, free of charge, with a camera ready copy of the current prospectus
(describing only the Portfolios listed in Schedule A hereto) for the Shares,
which the Company will print and provide to each Plan and to Participants in
participant-directed Plans in accordance with Section 3.2.

4.2. The prospectus for the Shares shall state that the statement of
additional information for the Shares is available from the Trust or its
designee. Upon request by the Company, the Trust or its designee, at its
expense, shall print and provide a copy of such statement of additional
information to the Company (or a master of such statement suitable for
duplication by the Company) for distribution by the Company to the Plans and to
the Participants of participant-directed Plans.

4.3. The Trust or its designee shall provide the Company free of charge
copies, if and to the extent applicable to the Shares, of the Trust's reports to
shareholders and other communications to shareholders in such quantity as the
Company shall reasonably require for distribution to Participants.

4.4. Notwithstanding the provisions of Sections 4.1, 4.2, and 4.3
above, or of Article V below, the Company shall pay the expense of printing or
providing documents to the extent such cost is considered a distribution
expense.

ARTICLE V. FEES AND EXPENSES

5.1. The Trust shall pay no fee or other compensation to the Company
under this Agreement, and the Company shall pay no-fee or other compensation to
the Trust, except that if the Trust or any Portfolio adopts and implements a
plan pursuant to Rule l2b-I under the 1940 Act to finance distribution and
Shareholder servicing expenses, then, subject to obtaining any required
exemptive orders or regulatory approvals, the Trust may make payments to the
Company if and in amounts agreed to by the Trust in writing. Each party,
however, shall, in accordance with the allocation of expenses specified in
Articles IV and V hereof, reimburse other parties for expenses initially paid by
one party but allocated to another party. In addition, nothing herein shall
prevent the parties hereto from otherwise agreeing to perform, and arranging for
appropriate compensation for, other services relating to the Trust and/or to the
Accounts.

5.2. The Trust or its designee shall bear the expenses for the cost of
registration and qualification of the Shares under all applicable federal and
state. laws, including preparation and tiling of the Trust's registration
statement, and payment of filing fees and registration fees: preparation and
tiling of the Trust's proxy materials and reports to Shareholders; setting in
type and printing its prospectus and statement of additional information (to the
extent provided by and as determined in accordance with Article IV above);
setting in type and printing the proxy materials and reports to Shareholders (to
the extent provided by and as determined in accordance with Article IV above);
the preparation of all statements and notices required of the Trust by any
federal or state law with respect to its Shares; all taxes on the issuance or
transfer of the Shares; and the costs of distributing the Trust's prospectuses,
reports and proxy materials to Plans funded by the Shares (to the extent
provided by and as determined in accordance with Article IV above) and any
expenses permitted to be paid or assumed by the Trust pursuant to a plan, if
any, under Rule l2b-I under the 1940 Act.

5.3. The Company shall bear the expenses of printing and distributing
the Shares' prospectus, of copying and distributing the Shares' statement of
additional information, and the expense of distributing Trust's shareholder
reports to the Plans and to Participants of participant-directed plans.

ARTICLE VI. QUALIFICATION AND RELATED LIMITATIONS

6.1. The Trust and MFS represent that each Portfolio will elect to be
qualified as a Regulated Investment Company under Subchapter M of the Code and
that they will maintain such qualification (under Subchapter M or any successor
or similar provision).

ARTICLE VII. INDEMNIFICATION

7.1. The Company agrees to indemnify and hold harmless MFS, the Trust
and their affiliates, the Underwriter, the Trust's transfer agent, and each of
their directors, trustees, officers, employees, agents and each person, if any,
who controls them within the meaning of the Securities Act, against any losses,
claims, damages, liabilities or expenses to which an indemnitee may become
subject insofar as those losses, claims, damages, liabilities or expenses (or
actions in respect thereof), arise out of or are based upon (i) the provision of
Administrative Services by the Company, (ii) the Company's gross negligence or
willful misconduct in performing the Services, or (iii) any breach by the
Company of any material representation, warranty or covenant made in this
Agreement; and the Company will reimburse the indemnitees for any legal or other
expenses reasonably incurred, as incurred, by them in connection with
investigating or defending such loss, claim or action.

7.2. The Trust and MFS agree to indemnify and hold harmless the
Company, and its directors, trustees, officers, employees, agents and each
person, if any, who controls them within the meaning of the Securities Act,
against any losses, claims, damages, liabilities or expenses to which an
indemnitee may become subject insofar as those losses, claims, damages,
liabilities or expenses (or actions in respect thereof), arise out of or are
based upon (i) the Trust's or MFS' gross negligence or willful misconduct in
performing their respective obligations under this Agreement, or (ii) any breach
by the Trust or MFS of any of their respective material representations,
warranties or covenants made in this Agreement; and MFS and the Trust will
reimburse the indemnitees for any legal or other expenses reasonably incurred,
as incurred, by them in connection with investigating or defending such loss,
claim or action.

7.3. Neither the Company nor MFS or the Trust shall be liable under the
indemnification provisions contained in this Agreement with respect to any
losses, claims, damages, liabilities or expenses to which an Indemnified Party
would otherwise be subject by reason of such Indemnified Party's willful
misfeasance, willful misconduct, or gross negligence in the performance of such
Indemnified Party's duties or by reason of such Indemnified Party's reckless
disregard of obligations and duties under this Agreement.

7.4. Promptly after receipt by an Indemnified Party under this Section
7.5 of notice of commencement of any action, such Indemnified Party will, if a
claim in respect thereof is to be made against the indemnifying party under this
section, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any Indemnified Party otherwise than under this
section. In case any such action is brought against any Indemnified Party, and
it notified the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, assume the defense thereof. After notice from the indemnifying party of
its intention to assume the defense of an action, the Indemnified Party shall
bear the expenses of any additional counsel obtained by it, and the indemnifying
party shall not be liable to such Indemnified Party under this section for any
legal or other expenses subsequently incurred by such Indemnified Party in
connection with the defense thereof.

7.5. Each of the parties agrees promptly to notify the other parties of
the commencement of any litigation or proceeding against it or any of its
respective officers, directors, trustees, employees or 1933 Act control persons
in connection with the Agreement, the Plans or the operation of the Accounts.

7.6. A successor by law of the parties to this Agreement shall be
entitled to the benefits of the indemnification contained in this Article VII.
The indemnification provisions contained in this Article VII shall survive any
termination of this Agreement.

ARTICLE VIII. APPLICABLE LAW

8.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.

8.2. This Agreement shall be subject to the provisions of ERISA and of
the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings
thereunder, including such exemptions from those statutes, rules and regulations
as the Internal Revenue Service ("IRS"), the Department of Labor ("DOL") or the
SEC may grant end the terms hereof shall be interpreted and construed in
accordance therewith.

ARTICLE IX. NOTICE OF FORMAL PROCEEDINGS

The Trust, MFS, and the Company agree that each such party shall promptly notify
the other parties to this Agreement, in writing, of the institution of any
formal proceedings brought against such party or its designees by the IRS, DOL.
NASD, the SEC, or any other regulatory body regarding such party duties under
this Agreement, the Plans or the operation of the Accounts.

ARTICLE X. TERMINATION

10.1. This Agreement shall terminate with respect to the Account, or
one, some or all Portfolios:

(a) At the option of the Company, the Trust or MFS, upon 30
days' advance written notice to the other party hereto; or

(b) At the option of the Company, the Trust or of MFS, as the
case may be, upon written notice to the other party hereto
of (i) the institution of formal proceedings against the
Trust or MFS, or against the Company, as the case may be, by
the National Association of Securities Dealers, Inc., the
Securities and Exchange Commission or any other regulatory
body; or (ii) the Company, the Trust or MFS. as the case may
be, being in material breach of this Agreement, unless the
party in breach cures the breach to the reasonable
satisfaction of the party alleging breach within 1O days
following such notice.

10.2. The notice shall specify the Portfolio or Portfolios and, if
applicable, the Accounts as to which the Agreement is to be terminated.

10.3. It is understood and agreed that the right of any party hereto to
terminate this Agreement pursuant to Section lO.l(a) may be exercised for cause
or for no cause.

ARTICLE XI. NOTICES

Any notice shall be sufficiently given when sent by registered or certified
mail, overnight courier or facsimile to the other party at the address of such
party set forth below or at such other address as such party may from time to
time specify in writing to the other party.

If to the Trust:

MFS Variable Insurance Trust
500 Boylston Street
Boston, Massachusetts 02116
Facsimile No.: (617) 954-6624
Attn: Stephen E. Cavan, Secretary

If to the Company:

CUNA Mutual Life Insurance Company
5910 Mineral Point Road
Madison, Wisconsin 5370 1
Facsimile No.: (608) 238-2472
Attn: Linda L. Lilledahl

If to MFS:

Massachusetts Financial Services Company
500 Boylston Street
Boston, Massachusetts 02 116
Facsimile No.: (617) 954-6624
Attn: Stephen E. Cavan, General Counsel

ARTICLE XII. MISCELLANEOUS

12.1. Subject to the requirement of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the Participants and all information reasonably identified as confidential in
writing by any other party hereto and, except as permitted by this Agreement or
as otherwise required by applicable law or regulation, shall not disclose,
disseminate or utilize such names and addresses and other confidential
information without the express written consent of the affected party until such
time as it may cane into the public domain.

12.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

12.3. This Agreement may be executed simultaneously in one or more
counterparts, each of which taken together shall constitute one and the same
instrument.

12.4. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.

12.5. The Schedules attached hereto, as modified from time to time, are
incorporated herein by reference and are part of this Agreement.

12.6. Each party hereto shall cooperate with each other party in
connection with inquiries by appropriate governmental authorities (including
without limitation the IRS, the DOL, the SEC, and the NASD) relating to this
Agreement or the transactions contemplated hereby.

12.7. The rights, remedies and obligations contained in this Agreement
are cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, which the parties hereto are entitled to under
state and federal laws.

12.8. Except to the extent provided in Section 2, it is understood and
agreed that all Services performed hereunder by the Company shall be as an
independent contractor and not as an employee or agent of the Trust or MFS or
any of the Portfolios, and none of the parties shall hold itself out as an agent
of any other party with the authority to bind such party.

12.9. Except as otherwise expressly provided for in this Agreement, the
Company shall not use, nor shall it allow its employees or agents to use, any
name, logo, trademark, service mark or other proprietary designation of MFS, any
affiliate of MFS, or any funds, products, or services sponsored, managed,
advised, administered, or distributed by MFS or any of its affiliates, for
advertising, trade. or any other purposes whatsoever without the express prior
written consent of MFS.

12.10. A copy of the Trust's Declaration of Trust is on file with the
Secretary of State of The Commonwealth of Massachusetts The Company acknowledges
that the obligations of or arising out of this instrument are not binding upon
any of the Trust's trustees, officers, employees, agents or shareholders
individually, but are binding solely upon the assets and property of the Trust
in accordance with its proportionate interest hereunder. The Company further
acknowledges that the assets and liabilities of each Portfolio are separate and
distinct and that the obligations of or arising out of this instrument are
binding solely upon the assets or property of the Portfolio on whose behalf the
Trust has executed this instrument. The Company also agrees that the obligations
of each Portfolio hereunder shall be several and not joint, in accordance with
its proportionate interest hereunder, and the Company agrees not to proceed
against any Portfolio for the obligations of another Portfolio.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed hereto as of the date
specified above.

CUNA MUTUAL LIFE INSURANCE COMPANY
By its authorized officer,

By: /s/ Michael B. Kitchen
Title: President

MFS VARIABLE INSURANCE TRUST, on behalf of the Portfolios
By its authorized officer and not individually,

By: /s/ Stephen E. Cavan
Title: Secretary

MASSACHUSETTS FINANCIAL SERVICES COMPANY
By its authorized officer,

By: Jeffrey L. Shames
Title: President
<PAGE>

SCHEDULE A
As of November 21, 1997

PLANS AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION/SERVICE AGREEMENT

- ------------------------------------- ------------------------------------
Name of Plan Portfolios
Applicable to Plans
- ------------------------------------- ------------------------------------

CUNA Mutual Life Insurance Co. Emerging Growth
(`CMLIC") Pension Plan for Agents

CMLIC Pension Plan
for Home Office Employees

CMLIC 401(K) Thrift Plan
for Agents

CMLIC 401(K) Thrift Plan
for Home Office Employees

- ------------------------------------- ------------------------------------
<PAGE>
SCHEDULE B

SERVICES

The Company shall perform the following services, all in accordance with the
terms of this Agreement:

1. Maintain separate records for each Plan, which records shall reflect
Shares purchased and redeemed, including the date and price for all
transactions, and Share balances.

2. Disburse or credit to the Plans, and maintain records of, all
proceeds of redemptions of shares and all other distributions not reinvested in
Shares.

3. Prepare, and transmit to the Plans, periodic account statements
showing the total number of Shares owned by each Plan as of the statement
closing date, purchases and redemptions of Shares by the Plan during the period
covered by the statement, and the dividends and other distributions paid to the
Plan during the statement period (whether paid in cash or reinvested in Shares).

4. Transmit to MFS or the Portfolios, or any of the agents designated
by any of them, such periodic reports as MFS or any Portfolio shall reasonably
conclude is necessary to enable MFS, MFS' affiliates or such Portfolio to comply
with federal or state Blue Sky requirements.

5. Transmit to the Plans Participants confirmations of their purchase
orders and redemption requests placed by the Plans.

6. Maintain all account balance information for the Plans and daily and
monthly purchase summaries expressed in Shares and dollar amounts.

7. Prepare, file or transmit all federal, state and local government
reports and returns as required by law with respect to each Account maintained
on behalf of a Plan.
<PAGE>
SCHEDULE C

SERVICE FEES

MFS or its affiliates will pay a Service Fee to the Company equal, on
an annualized basis, to 0.10% per annum of the aggregate net assets of the Trust
attributable to the Plans' investments in the Trust. Such fee shall be paid
quarterly (on a calendar year basis) in arrears. In no event shall such fee be
paid by the Trust or its shareholders.
<PAGE>
EXHIBIT 13
VA--MONEY MARKET FUND
12/31/98 02/09/99

VA SEVEN-DAY AVERAGE YIELD:
DAILY
DIVIDEND
FACTOR, PER LESS ANNUAL CHARGE
DATE DISPLAY RATE TABLE & M&E CHARGES
Dec 31, 1998 0.000129243 0.000041646 0.000087597
Dec 30, 19998 0.000129459 0.000041646 0.000087813
Dec 29, 1998 0.000129395 0.000041646 0.000087749
Dec 28, 1998 0.000125877 0.000041646 0.000084231
Dec 27, 1998 0.000125877 0.000041646 0.000084231
Dec 26, 1998 0.000125877 0.000041646 0.000084231
Dec 25, 1998 0.000125877 0.000041646 0.000084231
-----------
SUM 0.000600082
(BASE PERIOD RETURN)
DIV BY # DAYS 7
-----------
AVERAGE 0.000085726
TIMES # DAYS IN YR 365
-----------
SEVEN DAY YIELD 3.13%
===========

VA SEVEN-DAY EFFECTIVE YIELD:
BASE PERIOD
RETURN (ABOVE) 0.000600081849315068493
PLUS 1 1
-----------------------
1.00060008184931507

COMPOUNDED:
TO 365/7 POWER: 1.03177497687666723
LESS 1 -1
-----------------------
EFFECTIVE YIELD 3.18%
=======================
<PAGE>
POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, James C. Barbre, a director of CUNA Mutual
Life Insurance Company, a life insurance company incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint, authorize and empower Kevin
S. Thompson, Michael A. Murphy, or John M. Waggoner, severally, as my attorneys
and agents for me and in my name as director of CUNA Mutual Life Insurance
Company on behalf of CUNA Mutual Life Insurance Company and CUNA Mutual Life
Variable Annuity Account (or otherwise) with full power to prepare, review,
execute, deliver and file Post-Effective Amendments with the Securities and
Exchange Commission for the CUNA Mutual Life Variable Annuity Account,
Registration No. 33-73738. This Power of Attorney shall terminate at the end of
my appointed term as Director.