CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
485BPOS, 2000-04-27
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    As filed with the Securities and Exchange Commission on April 27, 2000.

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

<PAGE>

                       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. 10                                        |X|

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

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

                       CUNA MUTUAL LIFE INSURANCE COMPANY
                               (Name of Depositor)

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

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

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

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

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

|X|  on May 1, 2000 pursuant to paragraph (b) of Rule 485

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

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

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

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

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

<PAGE>

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

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

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

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

                                Ultra Series Fund

                 Money Market Fund Growth and Income Stock Fund
                    Bond Fund Capital Appreciation Stock Fund
                        Balanced Fund Mid-Cap Stock Fund

                    T. Rowe Price International Series, Inc.
                    ----------------------------------------
                   T. Rowe Price International Stock Portfolio

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

                       Oppenheimer Variable Account Funds
                         Oppenheimer High Income Fund/VA

                   Templeton Variable Insurance Products Trust
                     ---------------------------------------
              Templeton Developing Markets Securities 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, 2000,  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  Insurance Products
Trust.

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

                                                                         PAGE

DEFINITIONS............................................................... 1


EXPENSE TABLES.............................................................3

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

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

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

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

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

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

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

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

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

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

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

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

COMPANY HOLIDAYS..........................................................40

FINANCIAL STATEMENTS......................................................41

<PAGE>

                                   DEFINITIONS

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

Adjusted Contract  The  Contract  Value  less  applicable  premium  tax not yet
Value              deducted,  less a pro-rated  portion of the annual Contract
                   fee, plus or minus any  applicable  interest  adjustment,
                   and (for annuity option 1). less any applicable surrender
                   charges as of the Annuity Date.

Annuitant          The  person  or persons  whose  life  (or  lives) determines
                   the annuity payment benefits payable under the  Contract and
                   whose death determines the death benefit. The maximum  number
                   of joint Annuitants is two and provisions  referring  to the
                   death of an Annuitant mean the  death  of  the last surviving
                   Annuitant.

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

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

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

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

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

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

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

DCA One Year       A Dollar Cost Averaging One Year Guarantee Period described
Guarantee Period   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         An  allocation  option  under the  Contract  funded by the
Interest           Company's  General Account.  It is neither part of nor
Option             dependent upon the investment performance of the Variable
                   Account.

Guaranteed         The value of the Contract in the Guaranteed Interest Option.
Interest
Option Value

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

Loan Account       For any Contract,  a portion of the Company's General Account
                   to   which   Contract   Value  is transferred to provide
                   collateral for any loan taken under the Contract.

Loan Amount        Except on a Contract Anniversary, the Contract Value in the
                   Loan Account  plus any interest  charges accrued on such
                   Contract  Value up to that time. On a Contract  Anniversary,
                   the Loan  Amount  equals  the balance of the Loan Account.

Net Purchase       A purchase  payment less any premium  taxes  deducted from
Payment            purchase payments.

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

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

Payee              The Annuitant(s) during the annuity period.

Qualified 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 Insurance Products
                   Trust, 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 that the New York Stock
                   Exchange is open for  business  except for days  that  the
                   Subaccount's  corresponding  Fund does not value its shares.

Valuation Period   The period  beginning  at the close of regular trading  on
                   the  New  York  Stock  Exchange  on  any Valuation  Day and
                   ending  at the  close of  regular trading on the next
                   succeeding Valuation Day.


Variable Account   CUNA Mutual Life Variable Annuity Account.

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


Written Notice     A  written   notice  or  request  in  a  form satisfactory
                   to the  Company  which is signed by the Owner  and  received
                   at the Home  Office.  A Written Notice  includes  a telephone
                   or fax  request  made pursuant to the terms of an executed
                   telephone or fax authorization,  with original  signature,
                   on file 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>
Money Market Fund                                          0.45%              0.01%            None           0.46%
Bond Fund                                                  0.55%              0.01%            None           0.56%
Balanced Fund                                              0.70%              0.01%            None           0.71%
Growth and Income Stock Fund                               0.60%              0.01%            None           0.61%
Capital Appreciation Stock Fund                            0.80%              0.01%            None           0.81%
Mid-Cap Stock Fund                                         1.00%              0.01%            None           1.01%
T. Rowe Price International Stock Portfolio(4)             1.05%              0.0%             None           1.05%
MFS Global Governments Series                              0.75%              0.30%(1)(2)      None           1.05%
(After expense limitation)
MFS Emerging Growth Series                                 0.75%              0.09%(1)         None           0.84%
(After expense limitation)
Oppenheimer High Income Fund/VA                            0.74%              0.01%            None           0.75%
Templeton Developing Markets Securities Fund Class 2(3)    1.25%              0.31%            0.25%(5)       1.81%

</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)  Each series has 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.  Each series may enter into
     other such arrangements and directed  brokerage  arrangements,  which would
     also have the effect of reducing the series' expenses.  "Other Expenses" do
     not take into account these expense  reductions,  and are therefore  higher
     than the actual expenses of the series. Had these fee reductions been taken
     into account,  "Net  Expenses"  would be lower for certain series and would
     equal 0.83% for  Emerging  Growth  Series and 0.90% for Global  Governments
     Series.

(2)  MFS has contractually  agreed,  subject to reimbursement,  to bear expenses
     for these series such that each such series' "Other Expenses" (after taking
     into account the expense offset arrangement described above), do not exceed
     the  following  percentages  of the average  daily net assets of the series
     during the current fiscal year: 0.15% for the Global Government Series.

(3)  On 2/8/00,  shareholders approved a merger and reorganization that combined
     the fund with the  Templeton  Developing  Markets  Equity  Fund,  effective
     5/1/00.  The  shareholders  of that fund had approved new management  fees,
     which apply to the combined fund effective 5/1/00. The table shows restated
     total  expenses  based  on the new fees  and the
<PAGE>

     assets of the fund as of 12/31/99, and not the assets of the combined fund.
     However,  if the table reflected both the new fees and the combined assets,
     the fund's  expenses  after 5/1/00 would be estimated as:  Management  Fees
     1.25%, Distribution and Service Fees 0.25%, Other Expenses 0.29%, and Total
     Fund Operating Expenses 1.79%.

(4)  Management fees include operating expenses.

(5)  The fund's class 2  distribution  plan or "rule 12b-1 plan" is described in
     the fund's  prospectus.  While the maximum  amount payable under the fund's
     class 2 rule 12b-1 plan is 0.35% per year of the fund's  average  daily net
     assets,  the Board of  Trustees of Franklin  Templeton  Variable  Insurance
     Products Trust has set the current rate at 0.25% per year.


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, 1999.  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
Insurance Products Trust which accompany this Prospectus.


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

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

Subaccount                      1 Year      3 Years      5 Years      10 Years
- - ----------                      ------------------------------------------------
Money Market                       $82         $105         $131          $224
Bond                                83          108          136           235
Balanced                            85          113          143           250
Growth and Income Stock             84          110          138           240
Capital Appreciation Stock          86          116          148           260
Mid-Cap Stock Fund                  88          122          158           281
T. Rowe Price International Stock   88          123          160           284
MFS Global Governments              87          119          153           271
MFS Emerging Growth                 86          117          150           263
Oppenheimer High Income/VA          85          114          145           254
Templeton Developing Markets
 Securities Fund                    96          145          197           355


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


Subaccount                                   1 Year          3 Years           5 Years         10 Years
- - ----------                                   ------          -------           -------         --------
<S>                                            <C>              <C>              <C>              <C>
Money Market                                   19               60               104              224
Bond                                           20               63               109              235
Balanced                                       22               68               116              250
Growth and Income Stock                        21               65               111              240
Capital Appreciation Stock                     23               71               121              260
Mid-Cap Stock Fund                             25               77               131              281
T. Rowe Price International Stock              25               78               133              284
MFS Global Governments                         24               74               126              271
MFS Emerging Growth                            23               72               123              263
Oppenheimer High Income/VA                     22               69               118              254
Templeton Developing Markets Securities        33              100               170              355
 Fund

</TABLE>
<PAGE>

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

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

                         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, 1998, and 1999.

<TABLE>
<CAPTION>
                             Money Market Subaccount

                                        1999           1998          1997          1996         1995        1994*
                                        ----           ----          ----          ----         ----        ----
Net asset value:
<S>                                    <C>            <C>           <C>           <C>           <C>         <C>
Beginning of period                    $11.72         $11.31        $10.91        $10.55        $10.16      $10.00
End of period                           12.12          11.72         11.31         10.91         10.55       10.16
Percentage increase in unit value
 during period                           3.41%          3.63%         3.67%         3.41%         3.83%        1.6%
Number of units outstanding at end     3,485,839      2,280,739     1,551,829     1,492,704     637,911     257,622
 of period

</TABLE>


<TABLE>
<CAPTION>
                                 Bond Subaccount

                                               1999            1998          1997          1996          1995       1994*
                                               ----            ----          ----          -----         ----       ----
Net asset value:
<S>                                           <C>             <C>           <C>           <C>            <C>        <C>
Beginning of period                           $12.79          $12.21        $11.52        $11.36         $9.89      $10.00
End of period                                  12.70           12.79         12.21         11.52         11.36        9.89
Percentage increase in unit value
 during period                                (0.70%)           4.75%         5.99%         1.41%        14.86%      (1.1%)
Number of units outstanding at end            6,071,064       4,554,265     2,755,770     1,686,539      556,749    127,666
 of period
</TABLE>

<TABLE>
<CAPTION>
                              Balanced Subaccount

                                                1999            1998         1997          1996       1995       1994*
                                                -----           ----         ----          ----       ----       ----
Net asset value:
<S>                                            <C>             <C>          <C>           <C>         <C>        <C>
Beginning of period                            $16.80          $15.02       $13.03        $11.92      $9.89      $10.00
End of period                                   18.97           16.80        15.02         13.03      11.92        9.89
Percentage increase in unit value
 during period                                  12.92%          11.85%       15.27%         9.31%     20.52%      (1.1%)
Number of units outstanding at                 22,086,578      17,694,943   12,307,622    7,783,833   2,698,049  664,679
 end of period
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                       Growth and Income Stock Subaccount

                                      1999           1998           1997           1996          1995         1994*
                                      ----           ----           ----           ----          ----         ----
Net asset value:
<S>                                  <C>            <C>            <C>            <C>            <C>         <C>
Beginning of period                  $23.17         $19.91         $15.36         $12.76         $9.82       $10.00
End of period                         26.95          23.17          19.91          15.36         12.76         9.82
Percentage increase in unit value
during period                         16.31%         16.37%         29.62%         20.38%        29.93%       (1.82%)
Number of units outstanding at
 end of period                       21,928,818     18,555,957     14,176,543      8,541,383     2,807,876   593,599
</TABLE>

<TABLE>
<CAPTION>

                                    Capital Appreciation Stock Subaccount

                                               1999            1998           1997          1996          1995        1994*
                                               ----            ----           ----          ----          ----        ----
Net asset value:
<S>                                           <C>             <C>            <C>           <C>          <C>            <C>
Beginning of period                           $23.91          $20.05         $15.45        $12.90       $10.00         $10.00
End of period                                  29.53           23.91          20.05         15.45        12.90          11.60
Percentage increase in unit value
 during period                                 23.50%          19.25%         29.77%        19.77%       29.00%         16.00%
Number of units outstanding at
 end of period                                9,927,977       8,586,442      6,732,473     4,495,720    2,024,589      775,631
</TABLE>

<TABLE>
<CAPTION>
                                           Mid-Cap Stock Subaccount
                                             1999+
                                             ----
Net asset value:
<S>                                      <C>
Beginning of period                       10.00
End of period                            $11.26
Percentage increase in unit               12.60%++
 value during period
Number of units outstanding at           835,797
 end of period
 +1999 data is for the eight-month period ended December 31, 1999.
++Not annualized.
</TABLE>

<TABLE>
<CAPTION>
                  T. Rowe Price International Stock Subaccount

                                               1999            1998          1997         1996           1995        1994*
                                               ----            ----          ----         ----           ----        ----
Net asset value:
<S>                                           <C>             <C>           <C>          <C>             <C>           <C>
Beginning of period                           $14.41          $12.61        $12.40       $10.96          $9.99         $10.00
End of period                                  18.95           14.41         12.61        12.40          10.96          9.99
Percentage increase in unit value
 during period                                 31.51%          14.27%         1.69%       13.14%          9.71%         (0.1%)
Number of units outstanding at
 end of period                                 5,099,856       4,955,996     4,373,475    2,683,277      1,090,681      326,923
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                       Global Governments Subaccount

                                               1999            1998          1997          1996          1995         1994
                                               ----            ----          ----          ----          ----         ----
Net asset value:
<S>                                           <C>             <C>           <C>           <C>           <C>         <C>
Beginning of period                           $12.02          $11.29        $11.58        $11.29        $10.01      $10.00
End of period                                  11.55           12.02         11.29         11.58         11.29       10.01
Percentage increase in unit value
 during period                                 (3.91%)          6.47%        (2.50)%        2.57%        12.78%       0.1%
Number of units outstanding at                1,028,390       1,101,162     1,232,126     1,033,483     505,990     186,155
 end of period
</TABLE>

<TABLE>
<CAPTION>
                           Emerging Growth Subaccount

                                                1999          1998          1997          1996**
                                                ----          ----          ----          ------
Net asset value:
<S>                                           <C>            <C>           <C>           <C>
Beginning of period                           $16.04         $12.12        $10.08        $10.00
End of period                                  27.95          16.04         12.12         10.08
Percentage increase in unit value
 during period                                 74.25%         32.34%        20.24%         0.80%
Number of units outstanding at
 end of period                                5,885,301      5,094,236     3,752,045     1,650,627
</TABLE>

<TABLE>
<CAPTION>
                                      Oppenheimer High Income Subaccount
                                                      1999                 1998             1997***
                                                      ----                 ----             -------
Net asset value:
<S>                                                  <C>                  <C>              <C>
Beginning of period                                  $10.87               $10.99           $10.00
End of period                                         11.18                10.87            10.99
Percentage increase in unit value during period        2.85%               (1.09%)           9.90%
Number of units outstanding at end of period         4,471,934            3,561,305        1,234,868
</TABLE>


<TABLE>
<CAPTION>
                              Templeton Developing Markets Securities Subaccount

                                                     1999                 1998             1997***
                                                     ----                 ----             -------
Net asset value:
<S>                                                  <C>                  <C>              <C>
Beginning of period                                  $5.17                $6.64            $10.00
End of period                                         7.82                 5.17              6.64
Percentage increase in unit value during period      51.26%               (22.14%)         (33.60)%
Number of units outstanding at end of period         1,052,898             868,801          458,727
</TABLE>

*This column reflects per unit information from June 1, 1994 (the commencement
of operations) through December 31, 1994.
**1996 data is for the eight-month  period  beginning May 1, 1996, and ending
December 31, 1996.
***1997 data is for the eight-month  period  beginning May 1, 1997, and ending
December 31, 1997.


<PAGE>
                                     SUMMARY

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

The Contract

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


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


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

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

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

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


Partial  Withdrawal.  By Written  Notice to the Company on or before the Annuity
Date,  you may withdraw  part of your  Contract's  Surrender  Value,  subject to
certain  limitations.  (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.)

<PAGE>

Charges and Deductions

The Contract contains the following charges and deductions:

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

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

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

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

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

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

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

Annuity Provisions

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

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

Federal Tax Status

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

<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, 1999, the Company had more than $4 billion in assets and more
than $12 billion of life  insurance in force.  Effective  June 1999, and through
the  date of this  Prospectus,  A.M.  Best  rated  the  Company  A  (Excellent).
Effective March ,1999,  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).
<PAGE>

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  Franklin  Templeton  Variable
Insurance Products Trust. Each is a management  investment company of the series
type with one or more  investment  portfolios or Funds.  Each is registered with
the SEC as an open-end, management investment company.


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

The Ultra Series Fund

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

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

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

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

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

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

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

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

T. Rowe Price International Series, Inc.

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

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

MFS Variable Insurance Trust

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

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

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

Oppenheimer Variable Account Funds

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

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


Franklin Templeton Variable Insurance Products Trust

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

Templeton  Developing Markets Securities Fund Class 2. This Fund seeks long-term
capital  appreciation.  The Fund  invests  primarily in emerging  market  equity
securities.
<PAGE>

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


Availability of the Funds


The Variable Account purchases shares of the T. Rowe Price  International  Stock
Portfolio, the MFS Global Governments Series and the MFS Emerging Growth Series,
the  Oppenheimer  High Income  Fund/VA,  and the  Templeton  Developing  Markets
Securities 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.


The Company has entered into agreements with the investment managers or advisers
of several of the Funds under which the  investment  manager or adviser pays the
Company a servicing fee based upon an annual percentage of the average daily net
assets  invested by the  Variable  Account (and other  separate  accounts of the
Company)  in the Funds  managed by that  manager or  adviser.  These fees are in
consideration for administration  services provided to the Funds by the Company.
Payments of fees under these  agreements by managers or advisers do not increase
the fees or expenses paid by the Funds or their shareholders.


Resolving Material Conflicts

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

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

Addition, Deletion or Substitution of Investments

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

<PAGE>

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, except as described 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 approves the transaction prior to the exchange.

<PAGE>

     -    $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,  (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  a  contract  in  place  for a
substantial period should purchase a contract.


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: 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: 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.

<PAGE>

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.

<PAGE>

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 other 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 Notice. 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.

<PAGE>

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 Notice, 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 (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  Notice,   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
(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
<PAGE>

effective purchase payment  allocation  schedule.) There is no additional charge
for using Variable Contract Value rebalancing.

Surrenders and Partial Withdrawals

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


Partial  Withdrawals.  At any time  before the Annuity  Date,  an Owner may make
withdrawals  of the Surrender  Value in any Contract  Year.  There is no minimum
amount which may be withdrawn  but the maximum  amount is that which would leave
the remaining Surrender Value equal to $2,000. A partial withdrawal request that
would reduce the Surrender Value to less than $2,000 is treated as a request for
a full surrender of the Contract. The Company will withdraw the amount requested
from the Contract  Value as of the Valuation Day Written  Notice  requesting the
partial  withdrawal  is received at the Home  Office.  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
<PAGE>

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 will 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 information 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).

<PAGE>

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

Death Benefit Before the Annuity Date

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

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

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

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

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

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

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

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


Death of the  Annuitant.  If the  Annuitant  dies before the Annuity  Date,  the
Company will pay the death benefit  described below to the Beneficiary  named by
the Owner in a lump sum within  five years of the  deceased  annuitant's  death.
(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.

<PAGE>

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.

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);
<PAGE>

     (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 in writing to the Company at its Home
Office.


<PAGE>

                         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%.
<PAGE>

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:
<PAGE>

                             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.

<PAGE>

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.
<PAGE>

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
<PAGE>

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, 2000, 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 two 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.
<PAGE>

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 Franklin Templeton Variable Insurance Products Trust.)


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.


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,  2000,  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%
===============================   =============    ==========
<PAGE>

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 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 gender 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.
<PAGE>

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,
gender).  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.
<PAGE>

                            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.
<PAGE>


Lipper's and  Morningstar's  rankings include variable life insurance issuers as
well as variable  annuity  issuers.  VARDS's  rankings compare variable life and
variable  universal life 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
<PAGE>

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.
<PAGE>

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;
<PAGE>

     (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.  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.
<PAGE>

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 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 amount of compensation includible in
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
any 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
<PAGE>

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. Under a  non-governmental
Section 457 plan,  all  investments  are owned by the sponsoring  employer,  are
subject to the claims of the general creditors of the employer,  and,  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.
<PAGE>

                                LEGAL PROCEEDINGS

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

                                  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 all days the
New York Stock Exchange is closed.

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.

<PAGE>

                              FINANCIAL STATEMENTS


The audited financial  statements of the Variable Annuity Account as of December
31,  1999,  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, 1999 and 1998, 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, 1999 and 1998,  and the related  statutory  basis
statements of operations,  changes in unassigned surplus, and cash flows for the
years ended  December  31,  1999,  1998,  and 1997,  as well as the  Independent
Accountants' Report are contained in the Statement of Additional Information.

<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS

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

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

CALCULATION OF YIELDS AND TOTAL RETURNS.....................................1
         Money Market Subaccount Yields.....................................1
         Other Subaccount Yields............................................3
         Average Annual Total Returns.......................................4
         Other Total Returns................................................7
         Effect of the Annual Contract Fee on Performance Data..............8

VARIABLE ANNUITY PAYMENTS...................................................9
         Assumed Investment Rate............................................9
         Amount of Variable Annuity Payments................................9
         Annuity Unit Value.................................................9

TERMINATION OF PARTICIPATION AGREEMENTS....................................10
         T. Rowe Price International Series, Inc...........................10
         MFS Variable Insurance Trust......................................11
         Oppenheimer Variable Account Funds................................11
         Templeton Variable Insurance Products Trust.......................11

LEGAL MATTERS..............................................................12

EXPERTS....................................................................12

OTHER INFORMATION..........................................................12

FINANCIAL STATEMENTS.......................................................13

CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT..................................14

CUNA MUTUAL LIFE INSURANCE COMPANY.........................................30

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 Insurance Products Trust.

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, 2000

<PAGE>

                                TABLE OF CONTENTS

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

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

CALCULATION OF YIELDS AND TOTAL RETURNS.....................................1
         Money Market Subaccount Yields.....................................1
         Other Subaccount Yields............................................3
         Average Annual Total Returns.......................................4
         Other Total Returns................................................6
         Effect of the Annual Contract Fee on Performance Data..............8

VARIABLE ANNUITY PAYMENTS...................................................9
         Assumed Investment Rate............................................9
         Amount of Variable Annuity Payments................................9
         Annuity Unit Value.................................................9

TERMINATION OF PARTICIPATION AGREEMENTS....................................10
         T. Rowe Price International Series, Inc...........................10
         MFS Variable Insurance Trust......................................11
         Oppenheimer Variable Account Funds................................11
         Templeton Variable Products Series Fund...........................11

LEGAL MATTERS..............................................................12

EXPERTS....................................................................12

OTHER INFORMATION..........................................................12

FINANCIAL STATEMENTS.......................................................13
   CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT...............................14
   CUNA MUTUAL LIFE INSURANCE COMPANY......................................28

<PAGE>

                         ADDITIONAL CONTRACT PROVISIONS

The Contract

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

Incontestability

The Company will not contest the Contract.

Misstatement of Age or Sex

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

Participation

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

                              PRINCIPAL UNDERWRITER


CUNA Brokerage Services, Inc., ("CUNA Brokerage"),  an affiliate of CUNA Mutual,
is the principal underwriter of the variable annuity contracts described herein.
The  offering of the  contract is  continuous.  CUNA Mutual does not  anticipate
discontinuing the offering of the Contract, but does reserve the right to do so.
CUNA  Brokerage  received and retained  $23,489,271.00  in 1999,  $22,006,124 in
1998,  $18,675,904 in 1997, and  $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
<PAGE>

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
<PAGE>

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:
<PAGE>

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

Where:

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

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

          U    = the average number of units outstanding.

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

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

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

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

Average Annual Total Returns

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

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

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

Standard  average  annual total returns are  calculated  using  Subaccount  unit
values  which  the  Company  calculates  on  each  Valuation  Day  based  on the
performance  of  the  Subaccount's  underlying  Fund,  the  deductions  for  the
mortality  and  expense  risk  charge,   the  deductions  for  the   asset-based
administration  charge and the annual Contract fee. The calculation assumes that
the  Contract  fee is $30 per  year  per  Contract  deducted  at the end of each
Contract  year.  For purposes of  calculating  average  annual total return,  an
average per-dollar per-day Contract fee attributable to the hypothetical account
for the period is used. The calculation  also assumes  surrender of the Contract
at the end of the period for the return
<PAGE>

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 12/31/99       12/31/98 to 12/31/99
- - ----------                         ------------------       --------------------
Money Market                             3.10%                    -3.01%
Treasury 2000                              N/A                      N/A
Bond                                     3.98%                    -7.12%
Balanced                                11.82%                     6.48%
Growth and Income Stock                 19.13%                     9.87%
Capital Appreciation Stock              21.11%                    17.06%
International Stock                     11.80%                    25.05%
T. Rowe Price International Stock        7.71%                     7.84%
Global Governments                       2.20%                   -10.33%
Emerging Growth                         31.71%*                   67.74%
Developing Markets                     -10.92%**                  44.78%
High Income                              9.96%**                  -3.57%
Mid-Cap Stock                            9.43%***                   N/A

  * For the period May 1, 1999  through  December  31,  1999.
 ** For the period May 1, 1997 through December 31, 1999.
*** For the period May 1, 1999 through December 31, 1999.


From time to time, sales literature or  advertisements  may quote average annual
total  returns  for  periods  prior  to the  date the  Variable  Account  or any
Subaccount commenced operations.  The Money Market, Bond, Balanced, and Growth &
Income  Stock  Funds  commenced   operations  in  January,   1985.  The  Capital
Appreciation Stock Fund commenced operations in January, 1994. The Mid-Cap Stock
Fund commenced  operations in May, 1999. The T. Rowe Price  International  Stock
Portfolio of the T. Rowe Price International  Series, Inc. commenced  operations
in March, 1994. The MFS(R) Global Governments  SeriesSM ("MFS Global Governments
Series") and MFS(R)  Emerging  Growth SeriesSM ("MFS Emerging Growth Series") of
the MFS Variable  Insurance Trust commenced  operations in June, 1994, and July,
1995,  respectively.  The  Oppenheimer  High Income Fund/VA  ("Oppenheimer  High
Income Fund/VA") commenced  operations in 1986. The Templeton Developing Markets
Fund  commenced  operations  on March 4, 1996,  and began issuing Class 2 shares
("Templeton Developing Markets Fund: Class 2") on May 1, 1997.
<PAGE>

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                     12/31/99       12/31/99           12/31/99        12/31/99
- - ----------                     --------       --------           --------        --------
<S>                             <C>            <C>                <C>             <C>
Money Market                    -3.01%          2.99%              3.19%           3.99%
Treasury 2000                     N/A            N/A                N/A             N/A
Bond                            -7.12%          4.55%              5.05%           6.30%
Balanced                         6.48%         13.45%              9.81%          10.48%
Growth and Income Stock          9.87%         21.98%             14.46%          14.27%
Capital Appreciation Stock      17.06%         23.80%               N/A           20.29%
International Stock               N/A            N/A                N/A             N/A
Global Governments                N/A            N/A                N/A             N/A
Emerging Growth                   N/A            N/A                N/A             N/A
Developing Markets                N/A            N/A                N/A             N/A
High Income                     -3.57%          8.14%             10.94%           9.96%
Mid-Cap Stock*                    N/A            N/A                N/A            9.43%
</TABLE>
* For the period May 1, 1999 through December 31, 1999.

<PAGE>

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:


<TABLE>
<CAPTION>
                               Period Since Inception
Subaccount                     6/1/94 to 12/31/99           12/31/98 to 12/31/99
- - ----------                     -------------------          --------------------
<S>                                  <C>                             <C>
Money Market                          3.38%                           3.29%
Treasury 2000                          N/A                             N/A
Bond                                  5.39%                           4.62%
Balanced                             11.84%                          11.72%
Bond                                  4.25%                          -0.82%
Balanced                             12.01%                          12.78%
Growth and Income Stock              19.28%                          16.18%
Capital Appreciation Stock           21.24%                          23.36%
International Stock                  11.99%                          31.35%
Global Governments                    2.49%                          -4.03%
Emerging Growth                      32.18%                          74.04%
Developing Markets                   -8.91%**                        51.08%
High Income                           9.96%**                         2.73%
Mid-Cap Stock                        19.28%***                          NA
</TABLE>

  *For the period  May 1, 1996  through  December  31,  1998.
 **For the period May 1, 1997  through  December 31, 1998.
***For the period May 1, 1999 through December 31, 1999.


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.
<PAGE>

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                     12/31/99      12/31/99      12/31/99      12/31/99
 ----------                     --------      --------      --------      --------
<S>                               <C>          <C>           <C>           <C>
 Money Market                      3.29%        3.47%         3.19%         3.99%
 Treasury 2000                      N/A          N/A           N/A           N/A
 Bond                             -0.82%        5.00%         5.05%         6.30%
 Balanced                         12.78%       13.78%         9.81%        10.48%
 Growth and Income Stock          16.18%       22.23%        14.46%        14.27%
 Capital Appreciation Stock       23.36%       24.03%           N/A        20.41%
 International Stock                N/A          N/A            N/A          N/A
 Global Governments                 N/A          N/A            N/A          N/A
 Emerging Growth                    N/A          N/A            N/A          N/A
 Developing Markets                 N/A          N/A            N/A          N/A
 High Income                       2.73%        8.53%         10.94%        9.96%
 Mid-Cap Stock*                     N/A          N/A            N/A          N/A
</TABLE>

* For the period May 1, 1999 through December 31, 1999.


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.

<PAGE>

                           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
<PAGE>

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
<PAGE>

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 Insurance Products Trust

Generally,  the agreement between the Company and Templeton  Variable  Insurance
Products Trust (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  Insurance  Products  Trust 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.

<PAGE>

                                 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,
1999, 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, 1999 and 1998, and  accompanying  notes are included in this
Statement of Additional  Information.  The 1999 financial  statements  have been
audited by PricewaterhouseCoopers  LLP, independent accountants, 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
financial  statements  for fiscal  years ended  December 31, 1998 and prior have
been audited by KPMG LLP.

The statutory basis  statements of admitted  assets,  liabilities and surplus of
the Company as of  December 31,  1999 and 1998,  and the related  statements  of
operations,  changes in unassigned  surplus,  and cash flows for the years ended
December  31, 1999,  1998,  and 1997,  which are  included in this  Statement of
Additional  Information.  The 1999  financial  statements  have been  audited by
PricewaterhouseCoopers  LLP,  independent  accountants,  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 financial
statements  for fiscal years ended December 31, 1998 and prior have been audited
by KPMG LLP.

The  report of  PricewaterhouseCoopers  LLP  covering  the  December  31,  1999,
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.

<PAGE>

                              FINANCIAL STATEMENTS


The audited  financial  statements  of the  Variable  Account as of December 31,
1999, 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, 1999 and 1998, 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,  1999 and 1998,  and the  related  statutory  basis
statements of operations,  changes in unassigned surplus, and cash flows for the
years ended  December  31,  1999,  1998,  and 1997,  as well as the  Independent
Accountant's  Reports,  which  are  included  in this  Statement  of  Additional
Information,  should be considered  only as bearing on the Company's  ability to
meet its  obligations  under the  Contracts.  They should not be  considered  as
bearing  on the  investment  performance  of the  assets  held  in the  Variable
Account.


<PAGE>
<TABLE>
<CAPTION>
                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                      Statements of Assets and Liabilities
                                December 31, 1999

                                                                                                       Capital
                                          Money                                    Growth and       Appreciation    Mid-Cap
                                         Market          Bond        Balanced      Income Stock         Stock        Stock
                                       Subaccount     Subaccount     Subaccount     Subaccount       Subaccount   Subaccount
Assets:                                ----------     ----------     ----------     ----------       ----------   ----------
Investments in Ultra Series Fund:
   (note 2)
<S>                                   <C>              <C>                         <C>             <C>              <C>          <C>
Money Market Fund,
   42,288,931 shares at net asset value of
   $1.00 per share (cost $42,288,931) $42,288,931$             -- $             --$             -- $             --$             --

Bond Fund,
   7,683,188 shares at net asset value of
   $10.05 per share (cost $80,763,952)         --      77,192,120               --              --               --              --

Balanced Fund,
   20,526,307 shares at net asset value of
   $20.44 per share (cost $351,295,934)        --              --      419,471,431              --               --              --

Growth and Income Stock Fund,
   17,623,680 shares at net asset value of
   $33.58 per share (cost $453,606,758)        --              --               --     591,762,029               --              --

Capital Appreciation Stock Fund,
   11,469,593 shares at net asset value of
   $25.59 per share (cost $201,816,014)        --              --               --              --      293,507,530              --

Mid-Cap Stock Fund,
   845,419 shares at net asset value of
   $11.15 per share (cost $8,765,849)          --              --               --              --               --       9,422,814
                                       ----------      ----------      -----------     -----------      -----------       ---------
     Total assets                      42,288,931      77,192,120      419,471,431     591,762,029      293,507,530       9,422,814
                                       ----------      ----------      -----------     -----------      -----------       ---------
Liabilities:
Accrued adverse mortality and
   expense charges                         44,869          82,118          437,866         612,375          300,475           8,915
Other accrued expenses                      5,384           9,854           52,544          73,485           36,057           1,070
                                       ----------      ----------      -----------     -----------      -----------       ---------
     Total liabilities                     50,253          91,972          490,410         685,860          336,532           9,985
                                       ----------      ----------      -----------     -----------      -----------       ---------
     Net assets                       $42,238,678     $77,100,148     $418,981,021    $591,076,169     $293,170,998      $9,412,829
                                       ==========      ==========      ===========     ===========      ===========       =========
Contract owners' equity:
Contracts in accumulation period
    (note 5)                          $42,228,258     $77,094,129     $418,799,682    $590,737,672     $293,122,958      $9,412,829
Contracts in annuity payment period
   (note 2 and note 5)                     10,420           6,019          181,339         338,497           48,040              --
                                       ----------      ----------      -----------     -----------      -----------       ---------
     Total contract owners' equity    $42,238,678     $77,100,148     $418,981,021    $591,076,169     $293,170,998      $9,412,829
                                       ==========      ==========      ===========     ===========      ===========       =========
     Total units outstanding

       (note 5 and note 6)              3,485,839       6,071,064       22,086,578      21,928,818        9,927,977         835,797
                                       ==========      ==========      ===========     ===========      ===========       =========
     Net asset value per unit              $12.12          $12.70           $18.97          $26.95           $29.53          $11.26
                                       ==========      ==========      ===========     ===========      ===========       =========

</TABLE>

See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>
                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                 Statements of Assets and Liabilities, continued
                                December 31, 1999

                                      International          Global             Emerging              High            Developing
                                          Stock            Governments           Growth              Income             Markets
                                        Subaccount          Subaccount          Subaccount          Subaccount         Subaccount
Assets:                                 ----------          ----------          ----------          ----------         ----------
Investments in T. Rowe Price
<S>                                   <C>            <C>                <C>                 <C>                 <C>
International Fund, Inc.:
  International Stock Portfolio,
  5,081,603 shares at net asset value of
  $19.04 per share (cost $64,237,903) $96,753,712    $             --   $             --    $             --    $             --

Investments in MFS(R) Variable Insurance Trust(SM):
  Global Governments Series,
  1,186,136 shares at net asset value of
  $10.03 per share (cost $12,203,108)          --          11,896,939                 --                  --                  --

Investments in MFS(R) Variable Insurance Trust(SM):
  Emerging Growth Series,
  4,340,874 shares at net asset value of
  $37.94 per share (cost $71,452,562)          --                  --        164,692,774                  --                  --

Investments in Oppenheimer
Variable Account Funds:
  High Income Series,
  4,668,713 shares at net asset value of
  $10.72 per share (cost $52,150,556)          --                  --                 --          50,048,599                  --

Investments in Templeton
Variable Products Series Fund:
  Developing Markets Series,
  1,065,575 shares at net asset value of
  $7.74 per share (cost $7,424,880)            --                  --                 --                  --           8,247,553
                                       ----------          ----------         ----------          ----------           ---------
     Total assets                      96,753,712          11,896,939        164,692,774          50,048,599           8,247,553
                                       ----------          ----------         ----------          ----------           ---------
Liabilities
Accrued adverse mortality and
   expense charges                         96,388              12,620            153,019              52,977               8,153
Other accrued expenses                     11,567               1,514             18,362               6,357                 978
                                       ----------          ----------         ----------          ----------           ---------
     Total liabilities                    107,955              14,134            171,381              59,334               9,131
                                       ----------          ----------         ----------          ----------           ---------
     Net assets                       $96,645,757         $11,882,805       $164,521,393         $49,989,265          $8,238,422
                                       ==========          ==========         ==========          ==========           =========
Contract owners' equity:
Contracts in accumulation period
   (note 5)                           $96,611,206         $11,880,871       $164,457,558         $49,964,387          $8,238,422
Contracts in annuity payment period
   (note 2 and note 5)                     34,551               1,934             63,835              24,878                  --
                                       ----------          ----------        -----------          ----------          ----------
     Total contract owners' equity    $96,645,757         $11,882,805       $164,521,393         $49,989,265          $8,238,422
                                       ==========          ==========        ===========          ==========          ==========
     Total units outstanding

       (note 5 and note 6)              5,099,856           1,028,390          5,885,301           4,471,934           1,052,898
                                       ==========          ==========        ===========          ==========           =========
     Net asset value per unit              $18.95              $11.55             $27.95              $11.18               $7.82
                                       ==========          ==========        ===========          ==========           =========
</TABLE>

See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>

                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                            Statements of Operations
                          Year Ended December 31, 1999

                                                                                                           Capital
                                          Money                                          Growth and     Appreciation       Mid-Cap
                                         Market            Bond          Balanced       Income Stock        Stock           Stock
Investment income (loss):              Subaccount       Subaccount      Subaccount       Subaccount      Subaccount      Subaccount*
                                       ----------       ----------      ----------       ----------      ----------      -----------
<S>                                    <C>             <C>             <C>              <C>                <C>             <C>
  Dividend income                      $1,522,055      $4,277,081      $10,169,612      $5,124,994         $226,205        $10,882
  Adverse mortality and expense charges
   (note 3)                              (402,770)       (867,332)      (4,505,676)     (6,533,293)      (3,016,735)       (35,716)
  Administrative charges                  (48,332)       (104,080)        (540,681)       (783,995)        (362,008)        (4,286)
                                       ----------       ---------       ----------      ----------       ----------       --------
  Net investment income (loss)          1,070,953       3,305,669        5,123,255      (2,192,294)      (3,152,538)       (29,120)
                                       ----------       ---------       ----------      ----------       ----------       --------
Realized and unrealized gain (loss)
  on investments:
  Realized gain (loss) on security
   transactions:
   Capital gain distributions                  --             932        9,279,868      34,833,810       22,666,544         161,382
   Proceeds from sale of securities    31,971,511       2,664,667        3,751,858       5,608,783        3,268,059         170,297
   Cost of securities sold            (31,971,511)     (2,704,864)      (3,104,055)     (4,019,449)      (2,206,505)       (165,867)
                                       ----------       ---------       ----------      ----------       ----------        --------
   Net realized gain (loss) on security
    transactions                               --         (39,265)       9,927,671      36,423,144       23,728,098         165,812
  Net change in unrealized appreciation
   or depreciation on investments              --      (3,692,698)      28,064,336      39,831,071       32,577,970         656,965
                                       ----------       ---------       ----------      ----------       ----------        --------
   Net gain (loss) on investments              --      (3,731,963)      37,992,007      76,254,215       56,306,068         822,777
                                       ----------       ---------        ---------      ----------       ----------        --------
Net increase (decrease) in net assets
  resulting from operations            $1,070,953       ($426,294)     $43,115,262     $74,061,921      $53,153,530        $793,657
                                       ==========       =========       ==========      ==========       ==========        ========

                                      International       Global         Emerging           High         Developing
                                          Stock         Governments       Growth           Income          Markets
Investment income (loss):              Subaccount       Subaccount      Subaccount       Subaccount      Subaccount
                                       ----------       ----------      ----------       ----------      ----------
  Dividend income                        $349,630        $704,569       $       --      $2,912,591          $59,822
  Adverse mortality and expense charges
   (note 3)                              (955,515)       (156,137)      (1,275,520)       (577,108)         (74,634)
  Administrative charges                 (114,662)        (18,736)        (153,062)        (69,253)          (8,956)
                                       ----------        --------       ----------       ---------        ---------
  Net investment income (loss)           (720,547)        529,696       (1,428,582)      2,266,230          (23,768)
                                       ----------        --------       ----------       ---------        ---------
Realized and unrealized gain (loss)
  on investments:
  Realized gain (loss) on security
   transactions:
   Capital gain distributions           1,098,836              --               --              --               --
   Proceeds from sale of securities     3,441,993       1,928,284        2,948,887       2,496,815          675,899
   Cost of securities sold             (2,827,743)     (1,928,216)      (1,811,377)     (2,623,502)        (739,788)
                                       ----------        --------       ----------       ---------        ---------
   Net realized gain (loss) on security
    transactions                        1,713,086              68        1,137,510        (126,687)         (63,889)
  Net change in unrealized appreciation
   or depreciation on investments      22,008,904      (1,022,529)      69,201,365      (1,022,154)       2,636,489
                                       ----------        --------       ----------       ---------        ---------
   Net gain (loss) on investments      23,721,990      (1,022,461)      70,338,875      (1,148,841)       2,572,600
                                       ----------        --------       ----------       ---------        ---------
Net increase (decrease) in net assets
  resulting from operations           $23,001,443       ($492,765)     $68,910,293      $1,117,389       $2,548,832
                                       ==========        ========       ==========       =========        =========
</TABLE>

See accompanying notes to financial statements.

*The data is for the period beginning May 1, 1999 (date of initial activity).

<PAGE>

<TABLE>
<CAPTION>
                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                       Statements of Changes in Net Assets
                     Years Ended December 31, 1999 and 1998


                                                 MONEY MARKET SUBACCOUNT                                 BOND SUBACCOUNT
Operations:                                    1999                  1998                          1999                  1998
                                               ----                  ----                          ----                  ----
<S>                                       <C>                     <C>                          <C>                   <C>
  Net investment income (loss)            $1,070,953              $703,868                     $3,305,669            $2,254,028
  Net realized gain (loss) on
   security transactions                          --                    --                        (39,265)               57,978
  Net change in unrealized appreciation
   or depreciation on investments                 --                    --                     (3,692,698)             (318,903)
                                         -----------           -----------                    -----------           -----------
    Change in net assets from operations   1,070,953               703,868                       (426,294)            1,993,103
                                         -----------           -----------                    -----------           -----------
Capital unit transactions (note 5):

  Proceeds from sales of units           108,025,036            94,300,896                     71,191,403            54,431,468
  Cost of units repurchased              (93,597,976)          (85,815,744)                   (51,892,110)          (31,471,803)
  Actuarial adjustments for mortality
   experience on annuities in payment period     214                 1,043                            536                    --
  Annuity benefit payments                      (815)                 (565)                          (283)                   --
                                         -----------           -----------                    -----------           -----------
   Change in net assets from capital
    unit transactions                     14,426,459             8,485,630                     19,299,546            22,959,665
                                         -----------           -----------                    -----------           -----------
Increase (decrease) in net assets         15,497,412             9,189,498                     18,873,252            24,952,768
Net assets:
  Beginning of period                     26,741,266            17,551,768                     58,226,896            33,274,128
                                         -----------           -----------                    -----------           -----------
  End of period                          $42,238,678           $26,741,266                    $77,100,148           $58,226,896
                                         ===========           ===========                    ===========           ===========


                                                   BALANCED SUBACCOUNT                         GROWTH AND INCOME STOCK SUBACCOUNT
Operations:                                    1999                  1998                          1999                  1998
                                               ----                  ----                          ----                  ----
  Net investment income (loss)            $5,123,255            $4,495,569                    ($2,192,294)            ($729,501)
  Net realized gain (loss) on
   security transactions                   9,927,671               301,386                     36,423,144            16,746,571
  Net change in unrealized appreciation
   or depreciation on investments         28,064,336            22,339,305                     39,831,071            36,859,343
                                         -----------           -----------                    -----------            ----------
    Change in net assets from operations  43,115,262            27,136,260                     74,061,921            52,876,413
                                         -----------           -----------                    -----------            ----------
Capital unit transactions (note 5):

  Proceeds from sale of units            253,387,516           201,699,655                    324,474,244           259,426,762
  Cost of units repurchased             (174,777,068)         (116,452,760)                  (237,335,322)         (164,872,612)
  Actuarial adjustments for mortality
   experience on annuities in payment period   3,206                 5,666                          8,597                24,088
  Annuity benefit payments                   (25,514)               (8,767)                       (38,478)              (23,863)
                                         -----------           -----------                    -----------            ----------
   Change in net assets from capital
    unit transactions                     78,588,140            85,243,794                     87,109,041            94,554,375
                                         -----------           -----------                    -----------            ----------
Increase (decrease) in net assets        121,703,402           112,380,054                    161,170,962           147,430,788
Net assets:
  Beginning of period                    297,277,619           184,897,565                    429,905,207           282,474,419
                                         -----------           -----------                    -----------            ----------
  End of period                         $418,981,021          $297,277,619                   $591,076,169          $429,905,207
                                         ===========           ===========                    ===========            ==========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

<TABLE>
<CAPTION>
                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                 Statements of Changes in Net Assets, continued
                     Years Ended December 31, 1999 and 1998


                                          CAPITAL APPRECIATION STOCK SUBACCOUNT                     MID-CAP STOCK SUBACCOUNT
Operations:                                    1999                  1998                          1999*
                                               ----                  ----                          -----
<S>                                      <C>                   <C>                               <C>
  Net investment income (loss)           ($3,152,538)          ($1,822,377)                      ($29,120)
  Net realized gain (loss) on
   security transactions                  23,728,098             5,406,078                        165,812
  Net change in unrealized appreciation
   or depreciation on investments         32,577,970            26,215,883                        656,965
                                         -----------           -----------                     ----------
    Change in net assets from operations  53,153,530            29,799,584                        793,657
                                         -----------           -----------                     ----------
Capital unit transactions (note 5):

  Proceeds from sales of units           176,946,680           144,717,642                      9,591,635
  Cost of units repurchased             (142,267,223)         (104,154,942)                      (972,463)
  Actuarial adjustments for mortality
   experience on annuities in payment period     (40)                1,604                             --
  Annuity benefit payments                    (3,690)               (2,040)                            --
                                         -----------           -----------                     ----------
   Change in net assets from capital
    unit transactions                     34,675,727            40,562,264                      8,619,172
                                         -----------           -----------                     ----------
  Increase (decrease) in net assets       87,829,257            70,361,848                      9,412,829
Net assets:
  Beginning of period                    205,341,741           134,979,893                             --
                                         -----------           -----------                     ----------
  End of period                         $293,170,998          $205,341,741                     $9,412,829
                                         ===========           ===========                     ==========


                                             INTERNATIONAL STOCK SUBACCOUNT                      GLOBALGOVERNMENTS SUBACCOUNT
Operations:                                    1999                  1998                          1999                  1998
                                               ----                  ----                          ----                  ----
  Net investment income (loss)             ($720,547)             $217,383                       $529,696              ($20,398)
  Net realized gain (loss) on
   security transactions                   1,713,086               179,367                             68                26,108
  Net change in unrealized appreciation
   or depreciation on investments         22,008,904             7,712,376                     (1,022,529)              812,043
                                          ----------            ----------                     ----------            ----------
    Change in net assets from operations  23,001,443             8,109,126                       (492,765)              817,753
                                          ----------            ----------                     ----------            ----------
Capital unit transactions (note 5):

  Proceeds from sale of units             75,751,302            69,543,570                     12,623,162            12,632,833
  Cost of units repurchased              (73,522,825)          (61,375,314)                   (13,481,702)          (14,130,911)
  Actuarial adjustments for mortality
   experience on annuities in payment period     150                 1,013                             13                   163
  Annuity benefit payments                    (2,564)               (1,418)                          (186)                  (95)
                                          ----------            ----------                     ----------            ----------
   Change in net assets from capital
    unit transactions                      2,226,063             8,167,851                       (858,713)           (1,498,010)
                                          ----------            ----------                     ----------            ----------
Increase (decrease) in net assets         25,227,506            16,276,977                     (1,351,478)             (680,257)
Net assets:
  Beginning of period                     71,418,251            55,141,274                     13,234,283            13,914,540
                                          ----------            ----------                     ----------            ----------
  End of period                          $96,645,757           $71,418,251                    $11,882,805           $13,234,283
                                          ==========            ==========                     ==========            ==========
</TABLE>

See accompanying notes to financial statements.

*The data is for the period beginning May 1, 1999 (date of initial activity).

<PAGE>

<TABLE>
<CAPTION>
                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                 Statements of Changes in Net Assets, continued
                     Years Ended December 31, 1999 and 1998

                                              EMERGING GROWTH SUBACCOUNT                            HIGH INCOME SUBACCOUNT
Operations:                                    1999                  1998                          1999                  1998
                                               ----                  ----                          ----                  ----
<S>                                      <C>                     <C>                           <C>                     <C>
  Net investment income (loss)           ($1,428,582)            ($360,514)                    $2,266,230              $522,625
  Net realized gain (loss) on
   security transactions                   1,137,510               201,695                       (126,687)              (32,367)
  Net change in unrealized appreciation
   or depreciation on investments         69,201,365            17,967,979                     (1,022,154)           (1,183,574)
                                         -----------            ----------                     ----------            ----------
    Change in net assets from operations  68,910,293            17,809,160                      1,117,389              (693,316)
                                         -----------            ----------                     ----------            ----------
Capital unit transactions (note 5):

  Proceeds from sales of units            88,662,009            66,101,724                     42,750,865            40,076,447
  Cost of units repurchased              (74,742,597)          (47,694,150)                   (32,579,557)          (14,246,691)
  Actuarial adjustments for mortality
   experience on annuities in payment period     254                 2,039                           (243)                  616
  Annuity benefit payments                    (3,421)               (1,964)                        (6,484)                 (844)
                                         -----------            ----------                     ----------            ----------
   Change in net assets from capital
    unit transactions                     13,916,245            18,407,649                     10,164,581            25,829,528
                                         -----------            ----------                     ----------            ----------
  Increase (decrease) in net assets       82,826,538            36,216,809                     11,281,970            25,136,212
Net assets:
  Beginning of period                     81,694,855            45,478,046                     38,707,295            13,571,083
                                         -----------            ----------                     ----------            ----------
  End of period                         $164,521,393           $81,694,855                    $49,989,265           $38,707,295
                                         ===========            ==========                     ==========            ==========


                                             DEVELOPING MARKETS SUBACCOUNT
Operations:                                    1999                  1998
                                               ----                  ----
  Net investment income (loss)              ($23,768)              $28,189
  Net realized gain (loss) on
   security transactions                     (63,889)             (254,209)
  Net change in unrealized appreciation
   or depreciation on investments          2,636,489              (665,933)
                                           ---------             ---------
    Change in net assets from operations   2,548,832              (891,953)
                                           ---------             ---------
Capital unit transactions (note 5):

  Proceeds from sales of units             5,286,209             4,921,625
  Cost of units repurchased               (4,090,271)           (2,583,701)
  Actuarial adjustments for mortality
   experience on annuities in payment period      --                    --
  Annuity benefit payments                        --                    --
                                           ---------             ---------
   Change in net assets from capital
    unit transactions                      1,195,938             2,337,924
                                           ---------             ---------
  Increase (decrease) in net assets        3,744,770             1,445,971
Net assets:
  Beginning of period                      4,493,652             3,047,681
                                           ---------             ---------
  End of period                           $8,238,422            $4,493,652
                                           =========             =========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                          Notes to Financial Statements

(1)  Organization

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

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

(2)  Significant Accounting Policies

     Investments

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

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

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

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

     Rowe  Price-Fleming  International,  Inc.  (RPFI) serves as the  investment
     adviser to the  International  Stock  Portfolio  and  manages its assets in
     accordance with general policies and guidelines established by the board of
     directors of T. Rowe Price International Fund, Inc.

     Massachusetts  Financial  Services  Company (MFS) serves as the  investment
     adviser to the MFS Global  Governments  Series  (formerly  known as the MFS
     World  Governments  Series) and Emerging  Growth  Series and manages  their
     assets in accordance  with general  policies and guidelines  established by
     the board of trustees of MFS(R) Variable Insurance TrustSM.

     OppenheimerFunds,  Inc. (the Manager)  serves as the investment  adviser to
     the Oppenheimer  High Income Fund and manages its assets in accordance with
     general policies and guidelines established by the board of trustees of the
     Oppenheimer Variable Account Funds.

     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.

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

     Federal Income Taxes

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

     Annuity Reserves

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

     Use of Estimates

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

(3)  Fees and Charges

     Contract Charges

     Surrender Charge (Contingent  Deferred Sales Charge).  At the time purchase
     payments are paid,  no charge is deducted for sales  expenses.  However,  a
     surrender  charge is  deducted  upon  surrender  or partial
<PAGE>

     withdrawal of purchase  payments within 7 years of their being paid and, in
     certain  circumstances,  upon payment of a death benefit or the election of
     certain annuity payment options.

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

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

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

     Transfer  Fee.  No  charge  is made for  transfers.  However,  the  Company
     reserves the right to charge $10 for the 13th and each subsequent  transfer
     during a Contract year.

     Premium  Taxes.  If  state or  other  premium  taxes  are  applicable  to a
     Contract,  they will be deducted either: (a) from purchase payments as they
     are received, (b) from contract value upon surrender or partial withdrawal,
     (c) upon  application  of  adjusted  contract  value to an annuity  payment
     option,  or (d) upon  payment of a death  benefit.  The  Company,  however,
     reserves the right to deduct premium taxes at the time it pays such taxes.

     Variable Account Charges

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

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

(4)  Investment Transactions

     The  cost  of  shares   purchased,   including   reinvestment  of  dividend
     distributions, during the year ended December 31, 1999, was as follows:

     Money Market Fund............................................ $47,509,252
     Bond Fund.................................................... 25,340,633
     Balanced Fund................................................ 97,121,035
     Growth and Income Stock Fund.................................125,881,974
     Capital Appreciation Stock Fund.............................. 57,717,680
     Mid-Cap Stock Fund...........................................  8,931,715
     International Stock Portfolio................................  6,127,083
     Global Governments Series....................................  1,608,359
     Emerging Growth Series....................................... 15,577,084
     High Income Fund............................................. 14,972,248
     Developing Markets Fund......................................  1,855,486

(5)............................................................Accumulation Unit
Activity from Contract Transactions

     Transactions  in  accumulation  units of each  subaccount  of the  Variable
     Account for the years ended December 31, 1999 and 1998, were as follows:

<TABLE>
<CAPTION>
                                                                                                        Capital
                                              Money                                      Growth and    Appreciation       Mid-Cap
                                             Market          Bond          Balanced     Income Stock       Stock           Stock
                                           Subaccount     Subaccount      Subaccount     Subaccount     Subaccount      Subaccount
                                           ----------     ----------      ----------     ----------     ----------      ----------
Units for contracts in accumulation period:
<S>                                        <C>             <C>           <C>            <C>              <C>             <C>
Outstanding at December 31, 1997           1,551,829       2,725,770     12,307,622     14,176,543       6,732,473            --
Sold                                       8,181,344       4,340,906     12,797,304     13,088,415       6,677,442            --
Repurchased                               (7,453,236)     (2,512,411)    (7,416,551)    (7,720,236)     (4,825,236)           --
                                           ---------       ---------      ---------      ---------        --------      --------
Outstanding at December 31, 1998           2,279,937       4,554,265     17,688,375     19,544,722       8,584,679            --
Sold                                       9,061,675       5,596,028     14,144,468     12,580,706       6,829,980       928,691
Repurchased                               (7,856,633)     (4,079,703)    (9,755,824)    (9,209,170)     (5,488,309)      (92,894)
                                           ---------       ---------      ---------      ---------       ---------      --------
Outstanding at December 31, 1999           3,484,979       6,070,590     22,077,019     21,916,258       9,926,350       835,797
                                           ---------       ---------      ---------      ---------       ---------      --------

Units for annuitized contracts:
Outstanding at December 31, 1997                  --              --          3,394          9,339             248            --
Sold                                             851              --          3,734          3,012           1,610            --
Repurchased                                      (49)             --           (560)        (1,116)            (95)           --
                                           ---------       ---------      ---------      ---------       ---------      --------
Outstanding at December 31, 1998                 802              --          6,568         11,235           1,763            --
Sold                                             129             496          4,636          2,914              10            --
Repurchased                                      (71)            (22)        (1,645)        (1,589)           (146)           --
                                           ---------       ---------      ---------      ---------       ---------      --------
Outstanding at December 31, 1999                 860             474          9,559         12,560           1,627            --
                                           ---------       ---------      ---------      ---------       ---------      --------

Total units outstanding December 31, 1999  3,485,839       6,071,064     22,086,578     21,928,818       9,927,977       835,797
                                           =========       =========      =========      =========       =========      ========
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                 International      Global          Emerging         High        Developing
                                                     Stock        Governments        Growth         Income         Markets
Units for contracts in accumulation period:       Subaccount      Subaccount       Subaccount     Subaccount     Subaccount
                                                  ----------      ----------       ----------     ----------     ----------
<S>                                              <C>              <C>             <C>            <C>               <C>
Outstanding at December 31, 1997                  4,373,475        1,232,126       3,752,045      1,234,868         458,727
Sold                                              5,084,334        1,096,046       4,842,925      3,628,181         896,126
Repurchased                                      (4,503,797)      (1,227,192)     (3,503,194)    (1,303,283)       (486,052)
                                                  ---------        ---------       ---------      ---------       ---------
Outstanding at December 31, 1998                  4,954,012        1,100,980       5,091,776      3,559,766         868,801
Sold                                              4,987,211        1,075,683       4,879,364      3,836,333         826,182
Repurchased                                      (4,843,190)      (1,148,440)     (4,088,123)    (2,926,390)       (642,085)
                                                  ---------        ---------       ---------      ---------       ---------
Outstanding at December 31, 1999                  5,098,033        1,028,223       5,883,017      4,469,709       1,052,898
                                                  ---------        ---------       ---------      ---------       ---------

Units for annuitized contracts:
Outstanding at December 31, 1997                         --               --           1,491             --              --
Sold                                                  2,090              190           1,112          1,617              --
Repurchased                                            (106)              (8)           (143)           (78)             --
                                                  ---------        ---------       ---------      ---------       ---------
Outstanding at December 31, 1998                      1,984              182           2,460          1,539              --
Sold                                                     13                1              15          1,433              --
Repurchased                                            (174)             (16)           (191)          (747)             --
                                                  ---------        ---------       ---------      ---------       ---------
Outstanding at December 31, 1999                      1,823              167           2,284          2,225              --
                                                  ---------        ---------       ---------      ---------       ---------

Total units outstanding December 31, 1999         5,099,856        1,028,390       5,885,301      4,471,934       1,052,898
                                                  =========        =========       =========      =========       =========
</TABLE>
<PAGE>

(6)  Condensed Financial Information

     The table below gives per unit information  about the financial  history of
     each subaccount for each period.

<TABLE>
<CAPTION>
                                              Money Market                Bond                  Balanced             Growth & Income
                                               Subaccount              Subaccount              Subaccount           Stock Subaccount
     Unit value:                             1999       1998         1999       1998         1999       1998         1999       1998
                                             ----       ----         ----       ----         ----       ----         ----       ----
<S>                                     <C>        <C>            <C>                   <C>        <C>          <C>        <C>
       Beginning of period                 $11.72     $11.31       $12.79     $12.21       $16.80     $15.02       $23.17     $19.91

       End of period                        12.12      11.72        12.70      12.79        18.97      16.80        26.95      23.17

     Percentage increase (decrease)
       in unit value during  period         3.41%      3.63%      (0.70%)      4.75%       12.92%     11.85%       16.31%     16.37%

     Number of units outstanding
       at end of period                 3,485,839  2,280,739    6,071,064  4,554,265   22,086,578 17,694,943   21,928,818 18,555,957

                                          Capital Appreciation           Mid-Cap              International       Global Governments
                                            Stock Subaccount        Stock Subaccount        Stock Subaccount           Subaccount
                                            ----------------        ----------------        ----------------           ----------
     Unit value:                             1999       1998         1999*                   1999       1998         1999       1998
                                             ----       ----         -----                   ----       ----         ----       ----
       Beginning of period                 $23.91     $20.05       $10.00                  $14.41     $12.61       $12.02     $11.29

       End of period                        29.53      23.91        11.26                   18.95      14.41        11.55      12.02

     Percentage increase (decrease)
       in unit value during  period        23.50%     19.25%       12.60%**                31.51%     14.27%      (3.91%)      6.47%

     Number of units outstanding
       at end of period                 9,927,977  8,586,442      835,797               5,099,856  4,955,996    1,028,390  1,101,162

</TABLE>

      *1999 data is for the eight-month period ended December 31, 1999.
     **Not annualized.

<PAGE>
<TABLE>
<CAPTION>

                                             Emerging Growth           High Income         Developing Markets
                                               Subaccount              Subaccount              Subaccount
     Unit value:                             1999       1998         1999       1998         1999       1998
                                             ----       ----         ----       ----         ----       ----
<S>                                     <C>        <C>          <C>        <C>          <C>          <C>
       Beginning of period                 $16.04     $12.12       $10.87     $10.99        $5.17      $6.64

       End of period                        27.95      16.04        11.18      10.87         7.82       5.17

     Percentage increase (decrease)
       in unit value during  period        74.25%     32.34%        2.85%    (1.09%)       51.26%   (22.14%)

     Number of units outstanding
       at end of period                 5,885,301  5,094,236    4,471,934  3,561,305    1,052,898    868,801
</TABLE>

<PAGE>

                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
                       Report of Independent Accountants

To the Board of Directors of CUNA Mutual Life Insurance Company and
Contract Owners of CUNA Mutual Life Variable Annuity Account

In our opinion,  the  accompanying  statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material  respects,  the financial position of the CUNA Mutual Life Variable
Annuity Account  (comprising,  respectively,  the Money Market,  Bond, Balanced,
Growth  and  Income  Stock,   Capital   Appreciation   Stock,   Mid-Cap   Stock,
International  Stock, Global  Governments,  Emerging Growth, High Income and the
Developing Markets  Subaccounts) as of December 31, 1999, the results of each of
their operations and the changes in each of their net assets for the year or the
period then ended in conformity with accounting principles generally accepted in
the United States.  These financial  statements are the  responsibility  of CUNA
Mutual Life Insurance Company's management;  our responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United  States which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe that our audits,  which included  direct  confirmation  of the number of
shares  owned at  December  31,  1999 with  Ultra  Series  Fund,  T. Rowe  Price
International  Series,  Inc., MFS Variable  Insurance  Trust,  Oppenheimer  High
Income Fund and Templeton  Developing  Markets Fund,  provide a reasonable basis
for the opinion  expressed  above.  The financial  statements of the CUNA Mutual
Life  Variable  Annuity  Account as of December 31, 1998 and for the period then
ended were audited by other independent  accountants whose report dated February
5, 1999 expressed an unqualified opinion on those statements.

PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
February 11, 2000
<PAGE>

                          Independent Auditors' Report

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

We have  audited  the  statements  of changes  in net  assets and the  condensed
financial  information  of Capital  Appreciation  Stock  Subaccount,  Growth and
Income Stock  Subaccount,  Balanced  Subaccount,  Bond Subaccount,  Money Market
Subaccount,   International  Stock  Subaccount,  World  Governments  Subaccount,
Emerging  Growth  Subaccount,  High Income  Subaccount,  and Developing  Markets
Subaccount  of CUNA  Mutual  Life  Variable  Annuity  Account for the year ended
December  31,  1998.   These  financial   statements  and  condensed   financial
information   are  the   responsibility   of  the  Accounts'   management.   Our
responsibility  is to  express  an opinion  on these  financial  statements  and
condensed financial information based on our audits.

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

In our opinion,  the financial  statements and condensed  financial  information
referred to above  present  fairly,  in all  material  respects,  the results of
operations and condensed  financial  information of Capital  Appreciation  Stock
Subaccount,  Growth and  Income  Stock  Subaccount,  Balanced  Subaccount,  Bond
Subaccount,  Money Market  Subaccount,  International  Stock  Subaccount,  World
Governments Subaccount,  Emerging Growth Subaccount, High Income Subaccount, and
Developing  Markets  Subaccount of CUNA Mutual Life Variable Annuity Account for
the year  ended  December  31,  1998,  in  conformity  with  generally  accepted
accounting principles.

                                    KPMG LLP

Des Moines, Iowa
February 5, 1999



<PAGE>
                       CUNA Mutual Life Insurance Company
                   Report on Audits of Financial Statements -
                                 Statutory Basis
              For the Years Ended December 31, 1999, 1998 and 1997


<PAGE>

                        Report of Independent Accountants

The Board of Directors
CUNA Mutual Life Insurance Company:

We have  audited  the  accompanying  statutory  statement  of  admitted  assets,
liabilities and surplus of CUNA Mutual Life Insurance Company (the "Company") as
of December  31,  1999,  and the related  statutory  statements  of  operations,
changes  in  surplus  and cash flows for the year then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit. The statutory financial  statements of the Company as of December 31,
1998,  and for each of the two years in the period  then  ended were  audited by
other independent  accountants  whose report dated March 19, 1999,  expressed an
unqualified  opinion  on those  statements  as to  conformity  with the basis of
accounting described in Note 2. The other independent accountants also expressed
an adverse opinion with regard to accounting  principles  generally  accepted in
the United States, as a result of the material  differences between the basis of
accounting  described in Note 2 and accounting  principles generally accepted in
the United States.

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

As described in Note 2 to the financial  statements,  the Company prepared these
financial  statements using accounting  practices prescribed or permitted by the
Iowa Department of Commerce,  Insurance  Division,  which practices  differ from
accounting  principles  generally  accepted in the United States. The effects on
the 1998 and 1997  financial  statements of the variances  between the statutory
basis of  accounting  and  generally  accepted  accounting  principles  are also
described  in Note 2.  The  effects  of such  variances  on the  1999  financial
statements,  although not reasonably  determinable as of this date, are presumed
to be material.

In our opinion,  because of the effects of the matter discussed in the preceding
paragraph,  the financial statements referred to above do not present fairly, in
conformity with accounting  principles  generally accepted in the United States,
the financial position of the Company as of December 31, 1999, or the results of
its operations or its cash flows for the year then ended.

In our opinion,  the 1999 financial statements referred to above present fairly,
in all material  respects,  the admitted assets,  liabilities and surplus of the
Company as of December 31, 1999,  and the results of its operations and its cash
flows for the year then ended, on the basis of accounting described in Note 2.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
statutory financial  statements taken as a whole. The accompanying  Supplemental
Schedule of Assets and  Liabilities  of the Company as of December 31, 1999, and
for the year then ended, is presented for purposes of additional analysis and is
not  a  required  part  of  the  basic  statutory  financial  statements.   Such
information has been subjected to the auditing  procedures  applied in the audit
of the basic  statutory  financial  statements  and, in our  opinion,  is fairly
stated in all  material  respects in relation to the basic  statutory  financial
statements taken as a whole.

March 31, 2000

<PAGE>
<TABLE>
<CAPTION>

                       CUNA MUTUAL LIFE INSURANCE COMPANY
  Statutory Statements of Admitted Assets, Liabilities and Capital and Surplus
                           December 31, 1999 and 1998
                                 (in thousands)
Admitted Assets                                                1999                     1998
- - ---------------                                                ----                     ----
<S>                                                         <C>                      <C>
Investments:
  Bonds and notes                                            1,509,325               $1,517,147
  Stocks
     Preferred                                                      41                       71
     Common                                                     82,086                   77,036
  Mortgage loans on real estate                                325,603                  306,037
  Real estate                                                   58,746                   62,345
  Policy loans                                                 101,830                  101,569
  Other invested assets                                         18,311                   16,799
  Receivable for securities                                      7,250                   19,886
  Cash and short-term investments                               87,518                   74,740
- - -----------------------------------------------------------------------------------------------
Total cash and investments                                   2,190,710                2,175,630

Premiums receivable                                             16,274                   15,147
Accrued investment income                                       26,680                   28,005
Electronic data processing equipment
  at cost, less accumulated depreciation
  (1999 - 7,070; 1998 - 6,744)
                                                                 1,610                    2,230
Receivable from affiliates                                      12,169                    8,121
Other assets                                                     1,685                    2,295
Separate accounts                                            2,611,459                1,830,012
- - -----------------------------------------------------------------------------------------------

Total admitted assets                                       $4,860,587               $4,061,440
- - -----------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
                         Liabilities and Surplus              1999                     1998
                         -----------------------              ----                     ----
<S>                                                         <C>                      <C>
Liabilities:
  Policy reserves:
     Life insurance and annuity contracts                   $1,649,573               $1,672,272
     Accident and health insurance                              14,106                   12,611
  Supplementary contracts without life contingencies            80,747                   76,131
  Policyholders' dividend accumulation                         157,858                  156,216
  Policy and contract claims                                    10,373                    9,850
  Other policyholders' funds

     Dividends payable to policyholders                         25,190                   24,450
     Premiums and other deposit funds                            3,573                    4,194
  Interest maintenance reserve                                   3,482                    5,694
  Payable to affiliates                                         17,959                   13,525
  Amounts held for others                                       18,952                   18,923
  Commissions, expenses, taxes, licenses and fees accrued       17,728                   14,594
  Asset valuation reserve                                       56,762                   48,395
  Loss contingency reserve for investments                       5,800                    5,800
  Federal income taxes due and accrued                          15,906                    5,025
  Note payable                                                   1,300                    1,300
  Payable for securities                                         2,887                    2,031
  Other liabilities                                                577                       83
  Separate accounts                                          2,555,312                1,784,589
- - -----------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                       CUNA MUTUAL LIFE INSURANCE COMPANY
                    Statutory Statements of Admitted Assets,
                       Liabilities and Capital and Surplus
                     December 31, 1999 and 1998 (continued)
                                 (in thousands)

                         Liabilities and Surplus              1999                       1998
                         -----------------------              ----                       ----
<S>                                                          <C>                     <C>
Total liabilities                                             4,638,085               3,855,683
- - -----------------------------------------------------------------------------------------------

Surplus:
  Unassigned surplus                                            222,502                 205,757
- - -----------------------------------------------------------------------------------------------

Total surplus                                                   222,502                 205,757
- - -----------------------------------------------------------------------------------------------

Total liabilities and surplus                                $4,860,587              $4,061,440
- - -----------------------------------------------------------------------------------------------

See accompanying notes to statutory financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                       CUNA MUTUAL LIFE INSURANCE COMPANY
                       Statutory Statements of Operations
                  Years Ended December 31, 1999, 1998 and 1997
                                 (in thousands)

                                                              1999                    1998             1997
                                                              ----                    ----             ----
<S>                                                         <C>                       <C>             <C>
Income:
  Premiums and other considerations:
    Life and annuity contracts                               $515,917                $466,203        $414,724
    Accident and health                                        21,892                  18,292          14,886
    Supplementary contracts and dividend accumulations         38,294                  43,547          44,194
    Other deposit funds                                       254,015                 159,786         114,825
  Net investment income                                       148,915                 148,998         168,192
  Reinsurance commissions                                       8,661                   7,871           9,601
  Separate accounts income and fees                            22,723                  15,892           9,907
  Other income                                                  6,362                  5,760            5,840
- - -------------------------------------------------------------------------------------------------------------

Total income                                                1,016,779                 866,349         782,169
- - -------------------------------------------------------------------------------------------------------------

Benefits and Expenses:
  Death and annuity benefits                                  224,978                 123,982          86,525
  Surrender benefits                                          207,924                 189,343         176,291
  Payments on supplementary contracts without life
    contingencies and dividend accumulations                   41,862                  47,431          44,747
  Other benefits to policyholders and beneficiaries            20,494                  18,244          17,509
  Decrease in policy reserves - life and annuity
    contracts and accident and health insurance               (21,204)                (76,839)        (78,148)
  Increase in liabilities for supplementary contracts
    without life contingencies and policyholders' dividend
     accumulations                                              6,271                   5,687           6,954
  Decrease in group annuity reserves                             (523)                   (225)             (2)
  Increase in benefit fund                                        902                    870           3,975
  General insurance expenses, including cost of collection
    in excess of loading on due and deferred premiums and
    other expenses                                             64,451                  60,126          60,722
  Insurance taxes, licenses, fees and commissions              59,186                  49,305          43,956
  Net transfers to separate accounts                          367,835                 408,384         369,788
- - -------------------------------------------------------------------------------------------------------------

Total benefits and expenses                                   972,176                 826,308         732,317
- - -------------------------------------------------------------------------------------------------------------

Income before dividends to policyholders, federal
  income taxes, and net realized capital gains                 44,603                  40,041          49,852
Dividends to policyholders                                     25,107                  24,441          23,670
- - -------------------------------------------------------------------------------------------------------------

Income before federal income taxes and
     net realized capital gains                                19,496                  15,600          26,182
Federal income taxes                                            7,802                   4,436          12,208
- - -------------------------------------------------------------------------------------------------------------

Income before net realized capital gains                       11,694                  11,164          13,974
Net realized capital gains (losses), less federal income
    taxes and transfers to the interest maintenance reserve     7,099                    (317)          3,885
- - -------------------------------------------------------------------------------------------------------------

Net income                                                   $18,793                  $10,847         $17,859
- - -------------------------------------------------------------------------------------------------------------

See accompanying notes to statutory financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                       CUNA MUTUAL LIFE INSURANCE COMPANY
             Statutory Statements of Changes in Capital and Surplus
                  Years Ended December 31, 1999, 1998 and 1997
                                 (in thousands)

                                                               1999                    1998            1997
                                                               ----                    ----            ----
<S>                                                          <C>                     <C>             <C>
Balance at beginning of year                                 $205,757                $190,681        $163,304
- - -------------------------------------------------------------------------------------------------------------

Additions (deductions):
  Net income                                                   18,793                  10,847          17,859
  Change in net unrealized gains                                5,569                  10,070           6,752
  Change in asset valuation reserve                            (8,367)                 (6,639)            257
  Change in nonadmitted assets                                    749                     543             285
  Change in surplus of separate accounts                           76                     (64)            209
  Change in separate account seed money                           (77)                     64            (189)
  Change in loss contingency reserve for investments               --                     250           2,200
  Other miscellaneous changes                                       2                       5               4
- - -------------------------------------------------------------------------------------------------------------

Net additions                                                  16,745                  15,076          27,377
- - -------------------------------------------------------------------------------------------------------------

Balance at end of year                                       $222,502                $205,757        $190,681
- - -------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to statutory financial statements.

<PAGE>
<TABLE>
<CAPTION>

                       CUNA MUTUAL LIFE INSURANCE COMPANY
                        Statutory Statements of Cash Flow
                  Years Ended December 31, 1999, 1998 and 1997
                                 (in thousands)

                                                               1999       1998         1997
                                                               ----       ----         ----
<S>                                                         <C>          <C>          <C>
Cash from operations:
  Premiums and other considerations:
    Life and annuity contracts                               $513,927   $463,537     $412,840
    Accident and health                                        22,298     17,903       14,754
    Supplementary contracts and dividend accumulations         38,294     43,546       44,194
    Other deposit funds                                       254,015    159,786      114,826
  Net investment income received                              154,266    160,304      177,984
  Reinsurance commissions                                       8,661      7,871        8,425
  Separate accounts income and fees                            22,712     15,858        9,885
  Other income                                                  5,282      4,786        4,931
- - ---------------------------------------------------------------------------------------------

Total provided from operations                              1,019,455   873,591       787,839
- - ---------------------------------------------------------------------------------------------

  Life and accident and health claims paid                     50,226     46,128       42,004
  Surrender benefits                                          207,924    189,343      176,291
  Other benefits to policyholders paid                        236,415    140,575      105,505
  Commissions, other expenses and taxes paid, excluding
    federal income taxes                                      119,767    107,589      105,834
  Dividends to policyholders paid                              24,380     23,756       23,161
  Federal income taxes                                          1,194      (181)       14,558
  Net transfers to separate accounts                          378,471    419,156      383,942
  Interest paid on defined benefit plans                          902      1,338        3,507
  Other                                                            77         --          189
- - ---------------------------------------------------------------------------------------------

Total used in operations                                    1,019,356    927,704      854,991
- - ---------------------------------------------------------------------------------------------

Net cash provided from (used in) operations                        99    (54,113)     (67,152)
- - ---------------------------------------------------------------------------------------------

Cash from investments:
  Proceeds from investments sold, matured or repaid:

    Bonds and notes                                           826,675    296,732      285,135
    Stocks                                                     37,955     17,412       17,223
    Mortgage loans on real estate                              29,034     77,980       47,892
    Other invested assets                                       1,091        562          969
    Investment real estate                                      6,427      3,950       17,701
- - ---------------------------------------------------------------------------------------------

Total investment proceeds                                     901,182    396,636      368,920
- - ---------------------------------------------------------------------------------------------

Cost of investments acquired:
    Bonds and notes                                           819,514    243,804      200,692
    Stocks                                                     26,969     24,923       29,724
    Mortgage loans on real estate                              48,571     17,956        4,704
    Investment real estate                                      5,471      5,222       10,929
    Other invested assets                                          --     10,461           --
    Other cash used                                             3,165        109        4,098
- - ---------------------------------------------------------------------------------------------

Total investments acquired                                    903,690    302,475      250,147
Increase (decrease) in policy loans and premium notes             262        500         (475)
- - ---------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                       CUNA MUTUAL LIFE INSURANCE COMPANY
                 Statutory Statements of Cash Flow (continued)
                  Years Ended December 31, 1999, 1998 and 1997
                                 (in thousands)

                                                               1999       1998          1997
<S>                                                           <C>        <C>          <C>
Net cash (used in) provided from investments                  (2,770)     93,661      119,248
- - ---------------------------------------------------------------------------------------------

Cash from financing and miscellaneous sources -
     Transfer of defined benefit pension plan assets               --         --      (42,247)
     Other cash provided (applied), net                        15,449      7,932      (15,879)
- - ---------------------------------------------------------------------------------------------

Net change in cash and short-term investments                  12,778     47,480       (6,030)
Cash and short-term investments at beginning of year           74,740     27,260       33,290
- - ---------------------------------------------------------------------------------------------

Cash and short-term investments at end of year                $87,518    $74,740      $27,260
- - ---------------------------------------------------------------------------------------------

See accompanying notes to statutory financial statements.
</TABLE>

<PAGE>

                       CUNA MUTUAL LIFE INSURANCE COMPANY
                     Notes to Statutory Financial Statements

(1)  Nature of Business

     CUNA Mutual Life  Insurance  Company (the  Company),  a mutual life insurer
     domiciled  in  Iowa,  offers  a full  range of  ordinary  life  and  health
     insurance  products through  face-to-face and direct response  distribution
     systems.  The  Company's  operations  are  conducted  in 49 states  and the
     District of Columbia. The Company is subject to regulation by the Insurance
     Departments  of  states  in which it is  licensed  and  undergoes  periodic
     examinations by those  departments.  The Company owns 50% of CIMCO, Inc., a
     registered investment advisor.

(2)  Basis of Presentation and Summary of Significant Accounting Policies

     Basis of Presentation

     The  accompanying  statutory  financial  statements  have been  prepared in
     conformity with statutory  accounting  practices prescribed or permitted by
     the Iowa Department of Commerce, Insurance Division (Insurance Department),
     which differ in some respects from generally accepted accounting principles
     in the United  States  (GAAP).  The  Company  currently  does not apply any
     significant   permitted   accounting   practices.   The  following  summary
     identifies the significant differences from GAAP:

          -Acquisition costs such as commissions, premium taxes, and other items
          are expensed in the year incurred,  rather than deferred and amortized
          over the periods benefited;

          -Bonds are  generally  recorded  at  amortized  cost  rather than fair
          value,  and are not classified as either held to maturity  securities,
          trading securities, or available for sale securities;

          -Majority owned subsidiaries are not consolidated,  and are carried at
          their underlying statutory book value;

          -Policy  reserves  are  based  on  statutory  mortality  and  interest
          requirements,  without consideration for withdrawals, which may differ
          from reserves  established  for GAAP based on reasonably  conservative
          estimates of mortality, interest and withdrawals;

          -Derivative  investment  contract hedging fixed income  securities are
          carried on the statutory  financial  statements at the amortized cost,
          if any, versus at the estimated fair value of the contract;

          -Tax expense is recorded for amounts currently due or recoverable, and
          deferred federal income taxes are not provided for unrealized gains or
          losses and the temporary  differences between the statutory book basis
          and tax basis of assets and liabilities;

          -"Nonadmitted  assets"  (principally,  an airplane,  prepaid expenses,
          furniture,  equipment and certain  receivables)  are excluded from the
          statutory  statements  of  admitted  assets,  liabilities  and surplus
          through a direct charge to unassigned surplus;
<PAGE>

          -The asset valuation  reserve (AVR), a statutory  reserve  established
          for the purpose of  stabilizing  the  surplus of the  Company  against
          fluctuations in the market value of assets, is recorded as a liability
          by a direct charge to unassigned surplus;

          -The  interest   maintenance   reserve  (IMR)  defers  recognition  of
          interest-related  gains and losses  from the  disposal  of  investment
          securities and amortizes them into income over the remaining  lives of
          those securities versus immediate recognition;

          -Reserves established for potential bond and mortgage loan defaults or
          real estate  impairments are recorded as liabilities by direct charges
          to unassigned surplus;

          -Pension cost is equal to the amount to be funded in  accordance  with
          accepted  actuarial cost methods rather than recognizing  pension cost
          over  the  period  participants  render  service  to the  Company  and
          recording a liability currently for all unfunded costs;

          -Certain  postretirement  benefits are accrued when  employees  become
          vested for benefits rather than over the vesting period;

          -Amounts  due from  reinsurers  for their share of ceded  reserves are
          netted against liabilities rather than shown as assets; and

          -Deposits,  surrenders, and benefits on annuity contracts are recorded
          as revenue  and expense in the  statutory  statements  of  operations.
          Under GAAP,  amounts  collected are credited  directly to policyholder
          account balances,  and benefits and claims that are charged to expense
          include benefits  incurred in the period that are in excess of related
          policyholder account balances.
<PAGE>

     A reconciliation of net income and surplus between amounts presented herein
     and amounts stated in conformity with GAAP as of December 31 are as follows
     (000s omitted):
<TABLE>
<CAPTION>

     =================================================== ===================== ====================
                                                                 1998                 1997
     --------------------------------------------------- --------------------- --------------------
                                                                                   As Restated

                               Net income
<S>                                                            <C>                   <C>
     Statutory net income                                      $  10,847             $  17,859
     Adjustments:
          Federal income taxes                                    (7,623)                1,982
          Deferred policy acquisition costs                       20,322                18,593
          Insurance reserves                                      (9,478)              (10,765)
          Investments                                              2,885                  (414)
          Pension benefits                                         1,135                 1,175
          Other                                                    2,998                (1,983)
                                                               ---------            ----------
     GAAP net income                                           $  21,086             $  26,447
                                                               =========             =========

                                 Surplus
     Statutory surplus                                          $205,756              $190,681
         Adjustments:
         Federal income taxes                                   (22,119)                9,411
         Deferred policy acquisition costs                      158,795               142,710
         Insurance reserves                                     (84,984)              (75,506)
         Investments                                             76,853                37,409
         Employee benefits                                      (19,183)              (20,072)
         Dividends payable to policyholders                      12,225                11,890
         Other                                                    8,590                 3,723
    --------------------------------------------------- --------------------- --------------------
    GAAP surplus                                               $335,933              $300,246
    =================================================== ===================== ====================
</TABLE>

     The effects of these  variances  on net income and surplus at December  31,
     1999, although not determined as of this date, are presumed to be material.

     Investments

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

     Prepayment assumptions for loan-backed bonds and structured securities were
     obtained  from  industry  survey  values  or  internal   estimates.   These
     assumptions are consistent with the current
<PAGE>

     interest rate environment.  The retrospective  adjustment method is used to
     value all such securities.

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

     Provision for Depreciation

     The   provision  for   depreciation   of  real  estate  is  computed  on  a
     straight-line basis using estimated useful lives of the assets ranging from
     five to fifty years.  The Company  depreciates  the cost of electronic data
     processing  equipment and operating software on a straight-line  basis over
     no more than three years.

     Policy Reserves

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

     Provision for Participating Policy Dividends

     The provision for  participating  policy dividends is based on the board of
     directors'  determination  and declaration of an equitable current dividend
     plus a provision  for such  dividend  expected to be paid in the  following
     year, rather than being provided for ratably over the premium-paying period
     in accordance  with dividend  scales  contemplated at the time the policies
     were  issued.  Participating  business  comprised  99.9% of  ordinary  life
     insurance in force and premiums received during 1999.

     Statutory Valuation Reserves

     The  IMR is  maintained  as  prescribed  by the  NAIC  for the  purpose  of
     stabilizing the surplus of the Company against gains and losses on sales of
     fixed  income  investments  that are  primarily  attributable  to  changing
     interest  rates.  The  interest-related  gains and losses are  deferred and
     amortized into income over the remaining lives of the securities  sold. The
     AVR provides a reserve for  fluctuations in the values of invested  assets.
     Changes in the AVR are charged or credited directly to unassigned surplus.
<PAGE>

     Revenue Recognition

     Term life and whole  life  insurance  premiums  are  recognized  as premium
     income when due. Modal payment dates on the underlying  term and whole life
     policies can be monthly, quarterly,  semi-annually or annually. Annuity and
     other fund deposits are credited to revenue when received. Health insurance
     premiums and premiums for employee  benefit  coverages  are  recognized  as
     income when due.

     Pension Costs

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

     Benefit Plans

     The Company provides medical and life insurance  benefits for its retirees.
     Retirees  become  eligible to  participate in the medical and life coverage
     based upon age and years of service.  Retirees pay a portion of the medical
     coverage  premium based upon age.  Retirees can utilize sick leave balances
     to reduce required premium  payments.  There is no retiree premium for life
     coverage. The Company records an accrual for the estimated costs of retiree
     medical and life benefits over the period during which employees render the
     service that qualifies them for benefits.  Benefits are generally funded on
     a pay-as-you-go basis.

     Derivative Financial Instruments

     The Company enters into derivative  contracts,  such as interest rate swaps
     and caps and stock  index  futures to reduce  interest  rate  exposure  for
     long-term  assets,  to exchange fixed rates for floating interest rates and
     to increase or decrease exposure to selected segments of the bond and stock
     markets.  Hedges of fixed maturity securities are stated at amortized cost,
     if any, and hedges of equity securities are stated at market value.

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

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

     Reinsurance

     Reinsurance  premiums,  commission  expense  reimbursements,  and  reserves
     related to reinsured business ceded are accounted for on a basis consistent
     with those used in  accounting  for the  original  policies  issued and the
     terms of the  reinsurance  contracts.  Premiums and benefits ceded to other
     companies  have been reported as reductions of premium  income and benefits
     in the accompanying statements of operations.

     Separate Accounts

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

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

     Risks and Uncertainties

     In  preparing  the  financial  statements,  management  is required to make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities as of the date of the statutory  statements of admitted assets,
     liabilities  and surplus and  operations for the reporting  period.  Actual
     results  could  differ  from those  estimates.  Investment  valuations  and
     insurance   reserves  are  most  affected  by  the  use  of  estimates  and
     assumptions.

     The  Company  is subject to the risk that  interest  rates will  change and
     cause a  decrease  in the  value of its  investments.  To the  extent  that
     fluctuations in interest rates cause the duration of assets and liabilities
     to differ,  the Company may have to sell assets prior to their maturity and
     realize  losses.  Interest  rate exposure for the  investment  portfolio is
     managed through asset/liability management techniques that attempt to match
     the duration of the assets with the estimated  duration of the liabilities.
     The Company also uses derivative financial instruments at December 31, 1999
     and 1998, to manage interest rate exposures.

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

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

     The  Company is also  contingently  liable for  guaranty  fund  assessments
     related to the insolvencies of unaffiliated insurance companies.  Estimated
     accruals  of  $1,300,000  for such  assessments  have been  included in the
     accompanying statutory financial statements for both 1999 and 1998.

     Statutory Accounting Practices

     The NAIC has developed a codification of Statements of Statutory Accounting
     Principles  (SSAPs)  which,  in  accordance  with the rules  adopted by the
     Insurance  Department,  will take  effect  January 1,  2001.  The effect of
     adopting the SSAPs will be reported as an adjustment to unassigned  surplus
     on the effective date. Although generally consistent with current statutory
     practices,  there are differences which could have a material impact on the
     Company. The ultimate impact on unassigned surplus has not been determined.

(3)  Disclosures About Fair Value of Financial Instruments

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

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

     Cash, Short-term Investments and Accrued Investment Income

     The  carrying  amounts  reported in the  statutory  statements  of admitted
     assets,  liabilities and surplus for these  instruments  approximate  their
     fair values.

     Bonds and Stocks

     Fair values for bonds and notes are based on quoted  market  prices,  where
     available.  For bonds  and  notes not  actively  traded,  fair  values  are
     estimated using values obtained from  independent  pricing  services or, in
     the case of private  placements,  are  estimated  by  discounting  expected
     future cash flows  using a current  market  rate  applicable  to the yield,
     credit  quality  and  maturity  of the  investments.  The  fair  values  of
     preferred and unaffiliated common stocks are based on quoted market prices.
     The carrying  values and fair value for these  instruments  is disclosed in
     Note 4.
<PAGE>

     Derivative Financial Instruments

     The carrying value and fair value of the derivative  financial  instruments
     are disclosed in Note 4.

     Mortgage Loans on Real Estate

     The fair value for mortgage loans is estimated  using  discounted cash flow
     analysis with interest rates  currently  being offered for similar loans to
     borrowers with similar credit ratings.  Loans with similar  characteristics
     are aggregated for purposes of the calculations.  Fair values for mortgages
     in default  are  reported  at the  estimated  fair value of the  underlying
     collateral.  The  carrying  and  fair  values  for  these  instruments  are
     disclosed in Note 4.

     Separate Account Assets and Liabilities

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

     Investment-type Contracts

     The  fair  values  of  the  Company's   liabilities  under  investment-type
     insurance  contracts  such  as  annuities  are  estimated  using  the  cash
     surrender  value of the  contracts.  The carrying  value and estimated fair
     value of these liabilities were  $1,048,621,000 and $1,044,371,000 for 1999
     and $1,100,994,000 and $1,096,826,000 for 1998, respectively.

<PAGE>

(4)  Investments

     Bonds and Notes

     The statement value,  which  principally  represents  amortized cost, gross
     unrealized  gains and losses and the estimated fair value of investments in
     bonds and  notes as of  December  31,  1999 and 1998 are as  follows  (000s
     omitted):
<TABLE>
<CAPTION>

     ======================================= =============== =============================== ===============
                                               Statement            Gross Unrealized           Estimated
                  December 31, 1999              Value           Gains           Losses        Fair Value
     --------------------------------------- --------------- --------------- --------------- ---------------
<S>                                          <C>                   <C>           <C>             <C>
     United States governments
        and agencies                        $        98,891            325           (970)           98,246
     Foreign government securities                   18,425            352            (35)           18,742
     Corporate securities                           763,184          8,962        (15,533)          756,613
     Mortgage-backed and other
        structured securities                       581,009          1,088        (24,074)          558,023
     Other debt securities                           47,816            495           (772)           47,539
     --------------------------------------- --------------- --------------- --------------- ---------------
     Total bonds and notes                   $    1,509,325        $11,222       $(41,384)       $1,479,163

     ======================================= =============== =============================== ===============
                                               Statement            Gross Unrealized           Estimated
                  December 31, 1998              Value           Gains           Losses        Fair Value
     --------------------------------------- --------------- --------------- --------------- ---------------
     United States governments
        and agencies                          $      56,037       $  2,539          $   -     $      58,576
     States and political subdivisions
        Securities                                       38              -              -                38
     Foreign government securities                   16,433          1,487              -            17,920
     Corporate securities                           885,831         52,988         (1,629)          937,190
     Mortgage-backed and other
        structured securities                       524,821          9,794         (3,703)          530,912
     Other debt securities                           33,987          1,963              -            35,950
     --------------------------------------- --------------- --------------- --------------- ---------------
     Total bonds and notes                       $1,517,147        $68,771        $(5,332)       $1,580,586
     ======================================= =============== =============== =============== ===============
</TABLE>

     Cumulative  unrealized losses of $158,000 and $409,000 at December 31, 1999
     and 1998,  respectively,  have been  recorded for bonds and notes that have
     been  determined by the NAIC to have an impairment in value. In addition to
     the AVR  provision,  a loss  contingency  reserve  of  $1,700,000  has been
     established at December 31, 1999 and 1998, for projected bond losses.

     The statement value and estimated fair value of bonds and notes at December
     31, 1999, by contractual maturity, are shown below. Expected maturities may
     differ from contractual  maturities because borrowers may have the right to
     call or prepay  obligations  with or without call or prepayment  penalties.
     Because most  mortgage-backed  and other structured  securities provide for
     periodic  payments  throughout  their  lives,  they are  listed  below in a
     separate category.

<PAGE>
<TABLE>
<CAPTION>

     =================================================== ====================== ======================
                                                               Statement              Estimated
     (000's omitted)                                             Value               Fair Value
     --------------------------------------------------- ---------------------- ----------------------
<S>                                                              <C>                    <C>
     Due in one year or less                                     $   44,936              $  44,815
     Due after one year through five years                          559,458                557,268
     Due after five years through ten years                         228,070                225,330
     Due after ten years                                             95,852                 93,727
     --------------------------------------------------- ---------------------- ----------------------
     Total bonds                                                    928,316                921,140
     Mortgage-backed and other structured securities                581,009                558,023
     --------------------------------------------------- ---------------------- ----------------------
     Total bonds and notes                                       $1,509,325             $1,479,163
     =================================================== ====================== ======================
</TABLE>

     Proceeds from sales of bonds and notes were $574,495,000,  $66,335,000, and
     $43,061,000  during  1999,  1998 and  1997,  respectively.  Gross  gains of
     $4,163,000,  $1,735,000,  and  $589,000  and gross  losses  of  $6,240,000,
     $1,886,000,  and $137,000  were  realized on those sales in 1999,  1998 and
     1997, respectively.

     Stocks

     The cost, gross  unrealized  gains and losses,  and estimated fair value on
     unaffiliated stocks are as follows (000s omitted):
<TABLE>
<CAPTION>

     ====================================== =============== =============================== ===============
                                                                   Gross Unrealized           Estimated
                  December 31, 1999              Cost           Gains           Losses        Fair Value
     -------------------------------------- --------------- --------------- --------------- ---------------
<S>                                                <C>            <C>            <C>               <C>
     Common stock                            $      55,959        $22,887        $(2,567)          $76,279
     Preferred stock                                    41              -             (7)               34
     ====================================== =============== =============== =============== ===============

     ====================================== =============== =============================== ===============
                                                                   Gross Unrealized           Estimated
                  December 31, 1998              Cost           Gains           Losses        Fair Value
     -------------------------------------- --------------- --------------- --------------- ---------------
     Common stock                                  $55,551        $20,297        $(2,090)          $73,758
     Preferred stock                                    71              -             (4)               67
     ====================================== =============== =============== =============== ===============
</TABLE>

     Mortgage Loans on Real Estate

     The Company's  mortgage  portfolio  consists mainly of commercial  mortgage
     loans. The Company limits its concentrations of credit risk by diversifying
     its  mortgage  loan  portfolio  so that loans made in any one state are not
     greater than 20% (the largest  State is Illinois with 14%) of the aggregate
     mortgage  loan  portfolio  balance  and  loans  of no  more  than 2% of the
     aggregate  mortgage loan balance are made to any one borrower.  In addition
     to the AVR, a loss contingency  reserve of $2,000,000 has been provided for
     mortgage loans on real estate as of December 31, 1999 and 1998.
<PAGE>

     The carrying  value and estimated fair value of the mortgage loan portfolio
     at December 31, 1999 and 1998 are as follows (000s omitted):

<TABLE>
<CAPTION>

     =============== ====================== ======================
                           Carrying               Estimated
                             Value               Fair Value
     --------------- ---------------------- ----------------------
<S>                        <C>                    <C>
     1999                  $    325,603           $    320,393
     1998                       306,037                328,591
     =============== ====================== ======================
</TABLE>

     Assets Designated

     The statement  value of assets  designated for regulatory  authorities  and
     held  on  deposit  accordingly  as of  December  31  are as  follows  (000s
     omitted):
<TABLE>
<CAPTION>

     ============================================= ====================== ======================
                                                                1999                   1998
     --------------------------------------------- ---------------------- ----------------------
<S>                                                <C>                            <C>
     Bonds and notes and short-term investments    $        1,454,904             $1,527,512
     Mortgage loans on real estate                            325,603                306,037
     Policy loans                                             101,831                101,569
     --------------------------------------------- ---------------------- ----------------------

     Total assets designated                       $         1,882,338            $1,935,118
     ============================================= ====================== ======================
</TABLE>

     Net Investment Income

     Components of net investment  income for the years ended December 31 are as
     follows (000s omitted):
<TABLE>
<CAPTION>

     ====================================== =================== =================== ===================
                                                     1999                 1998                1997
     -------------------------------------- ------------------- ------------------- -------------------
<S>                                               <C>                 <C>                 <C>
     Bonds and notes                              $112,788            $114,421            $123,395
     Stocks                                          1,431               1,198                 458
     Mortgage loans on real estate                  27,133              29,057              34,372
     Investment real estate                          9,486               9,244              10,158
     Policy loans                                    6,609               6,664               6,571
     Other invested assets                           2,060              (2,244)              4,711
     Short-term investments                          4,604               2,175               2,689
     Derivative financial instruments               (3,190)             (1,835)             (1,445)
     Other                                             328               2,911                  11
     -------------------------------------- ------------------- ------------------- -------------------
          Gross investment income                  161,249             161,591             180,920
     Less investment expenses                       12,334              12,593              12,728
     -------------------------------------- ------------------- ------------------- -------------------
          Net investment income                   $148,998            $168,192            $148,915
     ====================================== =================== =================== ===================
</TABLE>

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

     Realized Gains and Losses

     Net realized  investment  gains and losses for the years ended  December 31
     are summarized as follows (000s omitted):
<TABLE>
<CAPTION>

     ============================================= ================= ================= =================
                                                              1999             1998              1997
     --------------------------------------------- ----------------- ----------------- -----------------
<S>                                                      <C>               <C>                <C>
     Bonds and notes                                     $(1,730)          $(1,645)           $1,843
     Stocks                                               10,872             3,832             2,853
     Mortgage loans on real estate                             5             2,965             1,030
     Investment real estate                                1,172               413             3,056
     Derivative financial instruments                          -              (108)                -
     Short-term investments and other
        invested assets                                        -            -                     12
     --------------------------------------------- ----------------- ----------------- -----------------
                                                          10,319             5,457             8,794
     Less:
        Capital gains tax                                  4,273             2,566             3,057
        Transfer to interest maintenance reserve          (1,053)            3,208             1,852
     --------------------------------------------- ----------------- ----------------- -----------------
          Net realized investment gains (losses)   $        7,099       $     (317)           $3,885
     ============================================= ================= ================= =================
</TABLE>

     Derivative Financial Instruments

     As of December 31, 1999,  the Company had an interest  rate swap  agreement
     with a major  financial  institution,  having  a  notional  amount  of $100
     million.  Under the agreement,  the Company receives interest payments at a
     floating  rate  based on an  interest  rate  index,  which  was 5.95% as of
     December 31, 1999, and pays interest on the same notional amount at a fixed
     rate,  which was 6.96%.  Amounts  exchanged as a part of the interest  rate
     differential  are accounted for as adjustments to investment  income.  This
     interest  rate swap  agreement is  scheduled  to  terminate in 2000.  As of
     December  31,  1999 and  1998,  the fair  value of the  interest  rate swap
     agreement was ($386,000) and ($3,420,000), respectively. This negative fair
     value  represents  the  estimated  amount the Company  would have to pay to
     cancel the contract or transfer it to another party.

     The Company had three interest rate cap agreements with two major financial
     institutions  which  terminated in 1999.  The Company paid  $2,280,000  for
     these agreements.  The agreements  entitled the Company to receive from the
     counter-parties  the amounts, if any, by which the selected market interest
     rates exceed the strike rates stated in the agreements.  The amount paid to
     purchase  the  interest  rate  caps  was  amortized  over  the  term of the
     agreements.

     The Company had a one-year total return swap agreement which  terminated in
     1999.  The purpose was to increase  exposure to the high yield bond market,
     consistent with the Company's strategic asset allocation.  The Company paid
     interest on a notional  amount of $25 million based on the one-month  LIBOR
     interest  rate and  received the total return of a high yield bond index on
     the same notional amount. Net settlements were made quarterly. The position
     was further hedged by ownership of a $25 million  one-year bond that paid a
     floating  rate that was also  based  upon  LIBOR.  The net  effect  was the
     equivalent  of a $25 million  investment  in  high-yield  fixed  maturities
     without  incurring  the  specific  credit  risks and  transaction  costs of
     purchasing  individual  securities.  The Company recognized  ($930,000) and
     $511,000  of  income  in 1999  and  1998,  respectively,  relating  to this
     derivative investment.
<PAGE>

     During 1999,  the Company  invested in short  Municipal  Bond Index futures
     with a face  amount of  approximately  $14.1  million.  The  purpose of the
     investment is to help reduce overall general account  duration,  consistent
     with the Company's strategic asset allocation.

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

     Real Estate

     A  summary  of real  estate  held as of  December  31 is as  follows  (000s
     omitted):

<TABLE>
<CAPTION>

     =================================== ================== ====================
                                                 1999                   1998
     ----------------------------------- ------------------ --------------------
     Cost:
<S>                                              <C>                  <C>
        Investment real estate                   $74,713              $83,537
        Home office                               16,390               16,064
     ----------------------------------- ------------------ --------------------
                                                  91,103               99,601
     Less accumulated depreciation                32,357               37,256
     ----------------------------------- ------------------ --------------------
     Total real estate                           $58,746              $62,345
     =================================== ================== ====================
</TABLE>

     Investment real estate and the home office buildings are being  depreciated
     using the  straight-line  basis over the useful lives of these  assets.  In
     addition to the AVR provision,  a loss contingency reserve of $2,100,000 at
     December 31, 1999 and 1998, has been provided for potential  impairments of
     investment real estate.

     Self-occupancy Rent

     Under statutory accounting practices, the Company is required to include in
     investment  income and  general  insurance  expense an amount  representing
     rental  income  for  occupancy  of its  own  buildings.  Investment  income
     includes  self-occupancy  rental  income  of  $1,077,181,   $1,113,977  and
     $1,092,600 in 1999, 1998 and 1997, respectively.

(5)  Note Payable

     As of December 31, 1999 and 1998, the Company has an outstanding  liability
     for borrowed  money in the original  amount of  $1,300,000 as a result of a
     non-recourse   interest-free   loan  and  grant   made  by  the   Community
     Redevelopment  Agency of the City of Los Angeles,  California.  The loan is
     secured by real estate  property  with an appraisal  value that exceeds the
     loan principal balance. The loan will be amortized on a straight-line basis
     over 240 months beginning in September 2001. The loan agreement  includes a
     grant  provision  forgiving 15% of the original  balance in September  2001
     upon the fulfillment of conditions  specified in the loan agreement.  It is
     the Company's opinion that these conditions have been fully satisfied.
<PAGE>

(6)  Related Party Transactions

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

     CMLIC  allocated  expenses of $31,048,000 in 1999,  $30,586,000 in 1998 and
     $25,278,000 in 1997 to CMIS and its affiliates.  CMIS allocated expenses to
     the Company of $41,864,000 in 1999,  $37,818,000 in 1998 and $34,096,000 in
     1997.

     Equity  security  investments  on December  31, 1999 and 1998,  include the
     Company's  wholly  owned  subsidiary,  CMIA  Wisconsin,  Inc.  and  the 50%
     ownership of CIMCO Inc. (CIMCO), a registered  investment advisor. A wholly
     owned subsidiary,  Red Fox Motor Hotel  Corporation,  was dissolved in 1999
     and the Company  realized a gain of  $213,000.  The  carrying  value of the
     subsidiary  investments  was $5,806,000 and $3,278,000 at December 31, 1999
     and 1998, respectively.

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

     The Company has a note receivable from CUNA Mutual  Investment  Corporation
     (CMIC),  a wholly owned  subsidiary of CMIS, with a stated maturity date of
     January 15, 2011. The effective  yield on the date of the agreement in 1995
     was 10.62%.  The yield varies over the life of the note,  as both the yield
     and the payment stream are determined based on the pay-down  activity of an
     underlying   notional  pool  of  Federal  National   Mortgage   Association
     mortgages.  The structure of this arrangement  provides a hedge against the
     Company's fixed maturity holdings,  as the return varies inversely with the
     return on the fixed maturity portfolio. The statement value of the note was
     $3.4  million  and $5.1  million  at 1999 and  1998,  respectively,  and is
     included in other invested assets. The Company  recognized  interest income
     of $33,000 in 1999,  $676,000 in 1998 and  $1,074,000  in 1997  relating to
     this note.

     The Company is party to an  agreement  with CIMCO for  investment  advisory
     services.   CIMCO  provides  an  investment  program  which  complies  with
     policies,  directives and guidelines
<PAGE>

     established by the Company.  For these  services,  the Company paid fees to
     CIMCO totaling $2,350,000,  $2,172,000,  and $2,115,000 for 1999, 1998, and
     1997, respectively.

     CUNA Mutual  created its own  proprietary  mutual  funds  entitled  MEMBERS
     Mutual Funds,  which became  available to the public in 1998.  The carrying
     value  of the  Company's  investments  in the  funds  was  $12,533,000  and
     $20,332,000  at 1999 and 1998,  respectively,  and is included  with common
     stocks.

(7)  Separate Accounts

     The Company has three separate account  components.  The first component is
     used for the investment of premiums on flexible premium variable  universal
     life insurance  policies and has ten subaccounts,  which invest exclusively
     in  shares  of a single  corresponding  fund.  Nine of the  funds - Capital
     Appreciation  Stock,  Growth and Income  Stock,  Balanced  (combination  of
     common stock and bond),  Bond, Money Market,  Treasury 2000,  International
     Stock,  World  Governments  and Emerging  Growth are offered as  investment
     options for the first generation of the Company's  variable  universal life
     product.  The tenth fund, Mid-Cap Stock, is offered as an investment option
     for a second generation of the variable  universal life product,  while the
     Treasury 2000 is not available for this generation. The second component is
     used  for the  investment  of group  annuity  premium  deposits  and has 10
     subaccounts,  which  invest in all but the  Treasury  2000 fund and Mid-Cap
     Stock,  plus High  Income and  Developing  Markets  subaccounts.  The third
     component  is used for the  investment  of  premiums  received  on variable
     annuity  contracts  and has 11  subaccounts,  which  invest  in all but the
     Treasury 2000 fund, plus High Income and Developing Markets subaccounts.

(8)  Annuity Reserves and Deposit Liabilities

     The  withdrawal  characteristics  of the  Company's  annuity  contracts and
     deposit liabilities as of December 31 are as follows (000s omitted):
<TABLE>
<CAPTION>

     ========================================================= ================== ===================
                                                                          1999               1998
     --------------------------------------------------------- ------------------ -------------------
<S>                                                                <C>                 <C>
     Subject to discretionary withdrawal:
        With market value adjustment                               $  923,751         $   724,535
        At book value less surrender charge of 5% or more             244,875             298,044
        At market value                                             1,706,174           1,181,132
        At book value, with minimal or no charge adjustment           699,544             714,170
     Not subject to discretionary withdrawal                           46,948              41,091
     --------------------------------------------------------- ------------------ -------------------
                                                                    3,621,292           2,958,972
     Reinsurance ceded                                                378,290             395,706
     --------------------------------------------------------- ------------------ -------------------
     Total annuity reserves                                        $3,243,002          $2,563,266
     ========================================================= ================== ===================
</TABLE>

(9)  Reinsurance

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

     The effects of reinsurance on premium income and on claims benefit expenses
     incurred are as follows (000s omitted):
<TABLE>
<CAPTION>

     ======================================== ================= ================= =================
                                                      1999              1998              1997
     ---------------------------------------- ----------------- ----------------- -----------------
<S>                                                <C>               <C>               <C>
     Premium income:
        Direct                                     $506,538          $458,408          $423,146
        Assumed from affiliates                      56,846            48,355            39,644
        Ceded to affiliates                          20,875            18,369            30,118
        Ceded to non-affiliates                       4,700             3,899             3,062
     ---------------------------------------- ----------------- ----------------- -----------------
     Premium income, net of reinsurance            $537,809          $484,495          $429,610
     ---------------------------------------- ----------------- ----------------- -----------------
     Benefit expenses:
        Direct                                     $233,737          $136,727          $100,413
        Assumed from affiliates                      17,591            13,875            11,266
        Ceded to affiliates                          10,857            12,278            11,141
        Ceded to non-affiliates                         677             1,389             1,360
     ---------------------------------------- ----------------- ----------------- -----------------
     Benefit expenses, net of reinsurance          $239,794          $136,935         $  99,178
     ======================================== ================= ================= =================
</TABLE>

     Policy reserves and claim  liabilities  are net of reinsurance  balances of
     (000s  omitted)  $453,448  and  $464,940  at  December  31,  1999 and 1998,
     respectively.

(10) Liability for Claim Reserves

     Activity in the liability for accident and health claim reserves,  which is
     included in the  liabilities  for policy  reserves  and policy and contract
     claims  in  the  accompanying  statutory  statements  of  admitted  assets,
     liabilities and surplus, is summarized as follows (000s omitted):
<TABLE>
<CAPTION>

     ================================================= ================== ==================
                                                               1999               1998
     ------------------------------------------------- ------------------ ------------------
<S>                                                            <C>                <C>
     Balance as of January 1, net of reinsurance
        recoverables of $820 and $679                           $6,820             $5,589
     Incurred related to:
        Current year                                             9,238              5,960
        Prior year                                              (1,809)              (464)
     ------------------------------------------------- ------------------ ------------------
        Total incurred                                           7,429              5,496
     ------------------------------------------------- ------------------ ------------------
     Paid related to:
        Current year                                             3,543              2,766
        Prior years                                              1,971              1,499
     ------------------------------------------------- ------------------ ------------------
        Total paid                                               5,514              4,265
     ------------------------------------------------- ------------------ ------------------
     Balance as of December 31, net of reinsurance
        recoverables of $1,043 and $820                         $8,735             $6,820
     ================================================= ================== ==================
</TABLE>

     The  liability  for  accident  and health  claim  reserves  for prior years
     decreased  by  $1,809,000  in 1999 and  $464,000 in 1998 due to  experience
     improvements as determined by the actuarial analyses of claim reserves.
<PAGE>

(11) Federal Income Taxes

     The Company files a  consolidated  life/nonlife  federal  income tax return
     with its subsidiaries. The Company's policy is to collect from or refund to
     its  subsidiaries  the amount of taxes  applicable to its operations had it
     filed a separate  return.  Net federal  income taxes payable or recoverable
     reflect  balances  payable  to or due from  subsidiaries  and the  Internal
     Revenue Service (IRS) as follows (000s omitted):
<TABLE>
<CAPTION>

     ========================= ====================== ======================
                                       1999                   1998
     ------------------------- ---------------------- ----------------------
<S>                                      <C>                     <C>
     Due from subsidiaries                $     -                $     -
     Due (to)/from IRS                    (15,906)                (5,025)
                                          --------              --------
                                         $(15,906)               $(5,025)
     ========================= ====================== ======================
</TABLE>

     The actual federal income tax expense  differs from  "expected" tax expense
     computed by applying the  statutory  federal  income tax rate of 35% to the
     earnings  before  federal  income  taxes  and net  realized  capital  gains
     (losses) for the following reasons (000s omitted):
<TABLE>
<CAPTION>

     ================================ ======================== ========================= ========================
                                               1999                      1998                     1997
                                        Amount      Percent      Amount       Percent      Amount      Percent
     -------------------------------- ------------ ----------- ------------ ------------ ----------- ------------
<S>                                      <C>          <C>         <C>          <C>         <C>          <C>
     Tax expense
        computed at federal
        corporate tax rate               $6,824       35.0%       $5,460       35.0%        $9,164      35.0%
     Nontaxable
        investment income                (2,959)     (15.2)       (2,587)     (16.6)        (1,419)     (5.4)
     Mutual life insurance
        company differential
        earnings tax                      3,276       16.8         3,450       22.1          4,200      16.0
     Deferred acquisition costs             870        4.5           681        4.4          1,465       5.6
     Book and tax reserve
        change                             (527)      (2.7)       (1,569)     (10.1)          (670)     (2.6)
     Prior-year over/under
        accrual                            (979)      (5.0)          (72)      (0.5)          (200)      (.8)
     General and
     administrative expenses              1,208        6.2          (543)      (3.5)
     Other, net                            (170)      (0.9)         (619)      (3.9)           857       3.3
     Accrued policyholder
        dividends                           259        1.3           235        1.5         (1,189)     (4.5)
     -------------------------------- ------------ ----------- ------------ ------------ ----------- ------------
          Total federal income
             tax expense                 $7,802       40.0%       $4,436       28.4%       $12,208      46.6%
     ================================ ============ =========== ============ ============ =========== ============
</TABLE>

     The Company's  consolidated  federal income tax return has been examined by
     the IRS through the year ending December 31, 1996. No material  adjustments
     resulted from the examination.
<PAGE>

(12) Benefit Plans

     Post Retirement Benefit

     The Company has two  noncontributory  defined  benefit  pension  plans that
     cover   substantially   all  employees  and  agents  who  meet  eligibility
     requirements.  Until  December  12,  1997,  the  pension  plans were funded
     through  a  Deposit  Administration  contract  issued  by the  Company.  On
     December 12, 1997, the Company transferred the plan assets from the Deposit
     Administration  contract to State Street Bank and Trust Company as trustee.
     The amount  transferred  was  $43,871,000  for the defined  benefit pension
     plans. Plan assets are now invested primarily in the Ultra Series Funds, an
     affiliated  investment,  which  serves as the  investment  vehicle  for the
     Company's  variable  insurance,  annuity  and pension  products.  The total
     pension  expense for 1999, 1998 and 1997 was  $1,812,000,  $2,614,000,  and
     $2,674,000, respectively.

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

     Financial information related to the plans is shown below (000s omitted):

<TABLE>
<CAPTION>
                                                      Pension Benefits                   Other Benefits
                                                   1999              1998             1999             1998
                                             ----------------- ----------------- ---------------- ---------------
<S>                                          <C>               <C>               <C>                <C>
   Benefit obligation at December 31         $     (53,672)    $     (47,912)    $(8,738)           $(8,616)

   Fair value of plan assets at
        December 31                                 62,312            54,074           -                -
                                             ----------------- ----------------- ---------------- ---------------
   Funded status                                     8,640             6,162      (8,738)            (8,616)
   Unrecognized prior service cost                      -                  -          20                 32
   Unrecognized net (gain) loss                     (15,541)         (14,444)        749              1,704
   Unrecognized net transition
        (asset) liability                            (1,232)               -       1,467              1,599
                                             ----------------- ----------------- ---------------- ---------------
   (Accrued) prepaid benefit cost            $       (8,133)   $      (8,282)    $(6,502)           $(5,281)
                                             ================= ================= ================ ===============
   Benefit cost                              $         1,187   $            744  $ 1,506            $ 1,577
                                             ================= ================= ================ ===============

                                                      Pension Benefits                   Other Benefits
                                                   1999              1998             1999             1998
                                             ------------------ ---------------- ---------------- ---------------
   Discount rate                                  7.0%               7.0%             7.5%             7.5%
   Expected return on plan assets                 7.0%               7.0%             8.0%             8.0%
   Rate of compensation increase                  5.0%               5.0%             5.0%             5.0%
</TABLE>
<PAGE>

     For measurement purposes, an 8.5% annual rate of increase in the per capita
     cost of covered  health care  benefits  was assumed for 1999.  The rate was
     assumed to decrease gradually to 5.0%.

     Defined Contribution Pension Plans

     The Company has two defined  contribution  plans  (401[k] and thrift) which
     cover  all  regular  full-time   employees  and  agents  who  meet  certain
     eligibility  requirements.  Under the plans,  the  Company  contributes  an
     amount equal to 50% of the employees' contributions,  up to a maximum of 3%
     of the employees'  salaries.  The Company  contributions were approximately
     $1,379,000,  $1,212,000 and $998,000 for the years ended December 31, 1999,
     1998 and 1997, respectively.

     Nonqualified Pension Plans

     In addition to the defined benefit and defined contribution plans mentioned
     above, the Company has a variety of deferred  compensation and supplemental
     benefit plans available to qualifying employees. Liabilities of these plans
     totaled  $2,079,000  and  $1,929,000  as of  December  31,  1999 and  1998,
     respectively.

(13) Statutory Financial Data

     Iowa has  adopted  Risk Based  Capital  (RBC)  requirements  for U. S. life
     insurers.  If prescribed levels of RBC are not maintained,  certain actions
     may be required on the part of the Company or its  regulators.  At December
     31, 1999,  the Total Adjusted  Capital and Authorized  Control Level - Risk
     Based  Capital  for  the  Company  were   $291,858,000   and   $49,642,000,
     respectively.  At this  level of  total  adjusted  capital,  no  action  is
     required.

(14) Commitments and Contingencies

     The Company  participates in a securities  lending  program.  The Company's
     policy  requires  that a minimum  of 102% of the fair  value of the  loaned
     securities  must  be  fully   collateralized  with  cash,  U.S.  Government
     securities or irrevocable  bank letters of credit.  The security  custodian
     monitors the collateral position on a daily basis. At December 31, 1999 and
     1998,  the  amortized  cost of  securities  loaned by the  Company  totaled
     $54,420,000 and $9,935,000 respectively.

     The  Company is liable for  guaranty  fund  assessments  related to certain
     unaffiliated insurance companies that have become insolvent during 1999 and
     prior. The Company includes a provision for all known assessments that will
     be  levied as well as an  estimate  of  amounts  (net of  estimated  future
     premium tax recoveries) that it believes will be assessed in the future for
     which the life insurance industry has estimated the cost to cover losses to
     policyholders.  The  Company  is also  contingently  liable  for any future
     guaranty fund assessments related to insolvencies of unaffiliated insurance
     companies for which the life insurance industry has been unable to estimate
     the cost to cover losses to policyholders.

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

                       CUNA MUTUAL LIFE INSURANCE COMPANY
                       Schedule of Selected Financial Data
                          Year Ended December 31, 1999
                                 (in thousands)

The following is a summary of certain  financial data included in other exhibits
and schedules subjected to audit procedures by independent auditors and utilized
by actuaries in the determination of reserves.
<TABLE>
<CAPTION>

      Investment income earned

<S>                                                                  <C>
      Government bonds                                                    4,578
      Other bonds (unaffiliated)                                        108,210
      Bonds of affiliates                                                    --
      Preferred stocks (unaffiliated)                                         4
      Preferred stocks of affiliates                                         --
      Common stocks (unaffiliated)                                        1,427
      Common stocks of affiliates                                           --
      Mortgage loans on real estate                                      27,133
      Real estate                                                         9,486
      Premium notes, policy loans and liens                               6,609
      Collateral loans                                                       --
      Cash on hand and on deposit                                            96
      Short-term investments                                              4,604
      Other invested assets                                               2,060
      Derivative financial instruments                                  (3,190)
      Aggregate write-in for investment income                              232
                                                                           ----
      Gross investment income                                          $161,249
                                                                       ========

      Real estate owned - book value less encumbrances                $  58,746
                                                                      =========

      Mortgage loans - book value:

      Farm mortgages                                                       $ --
      Residential mortgages                                                  --
      Commercial mortgages                                              325,603
                                                                       --------
      Total mortgage loans                                            $ 325,603
                                                                      =========

      Mortgage loans by standing - book value:

      Good standing                                                   $ 311,656
      Good standing with restructured terms                               8,057
    Interest overdue more than three months,
       not in foreclosure                                                 5,890
      Foreclosure in process                                                 --

      Other long-term assets - statement value                        $  14,962
      Collateral loans                                                       --

    Bonds and stocks of parents, subsidiaries and
         affiliates - book value
      Bonds                                                                  --
      Preferred stocks                                                       --
      Common stocks                                                         266
<PAGE>

      Bonds and short-term investments by class and maturity:
      Bonds by maturity - statement value
      Due within one year or less                                       219,908
      Over 1 year through 5 years                                       793,294
      Over 5 years through 10 years                                     479,631
      Over 10 years through 20 years                                     79,800
      Over 20 years                                                      19,162
                                                                        -------
      Total by maturity                                              $1,591,795
                                                                     ==========

      Bonds by class - statement value
      Class 1                                                         1,150,780
      Class 2                                                           333,423
      Class 3                                                            72,830
      Class 4                                                            25,792
      Class 5                                                             7,924
      Class 6                                                             1,046
                                                                         ------
      Total by class                                                 $1,591,795
                                                                     ==========

      Total bonds publicly traded                                    $1,217,533
      Total bonds privately placed                                      374,262

      Preferred stocks - statement value                                     41
      Common stocks - market value                                       82,086
      Short-term investments - book value                                82,470
      Financial options owned - statement value                           1,184
      Financial options written and in force - statement value               --
      Financial futures contracts open - current price                       --
      Cash on deposit                                                     5,049


      Life insurance in force:
      Industrial                                                          $ --
      Ordinary                                                       11,701,626
      Credit life                                                            --
      Group life                                                      2,809,157

      Amount of accidental death insurance in force under
         ordinary policies                                              446,238

      Life insurance policies with disability provisions in force:

      Industrial                                                             --
      Ordinary                                                        5,221,971
      Credit life                                                            --
      Group life                                                             40

      Supplementary contracts in force:
      Ordinary - not involving life contingencies
      Amount on deposit                                                  52,856
      Income payable                                                      7,877

      Ordinary - involving life contingencies
      Income payable                                                      4,144
<PAGE>

      Group - not involving life contingencies
      Amount of deposit                                                      --
      Income payable                                                         --

      Group - involving life contingencies
      Income payable                                                         --

      Annuities:
      Ordinary

         Immediate - amount of income payable                             2,095
         Deferred - fully paid - account balance                        532,497
         Deferred - not fully paid - account balance                  1,905,531

      Group

      Immediate - amount of income payable                                   --
      Fully paid account payable                                             --
           Not fully paid - account balance                                  --

        Accident and health insurance - premiums in force:

        Ordinary                                                      $   2,767
        Group                                                            22,518
        Credit                                                               --

        Deposit funds and dividend accumulations:

        Deposit funds - account balance                                   1,149
        Dividend accumulations - account balance                        158,377

        Claim payments 1999:
        Group accident and health - year ended December 31
        1999                                                              3,186
        1998                                                              1,385
        1997                                                                 55
        1996                                                                 30
        1995                                                                 11
        Prior                                                                74

        Other accident and health
        1999                                                                357
        1998                                                                164
        1997                                                                 54
        1996                                                                 54
        1995                                                                 53
        Prior                                                                92

        Other coverages that use developmental methods
         To calculate claims reserves
        1999                                                                 --
        1998                                                                 --
        1997                                                                 --
        1996                                                                 --
        1995                                                                 --
        Prior                                                                --

        See accompanying independent auditors' report.
</TABLE>
<PAGE>

                                     PART C

                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

(a)      Financial Statements

         All required financial statements are included in Part B.

(b)      Exhibits

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

         2.       Not Applicable.

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

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

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

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

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

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

            (e)   Roth IRA Endorsement.  Incorporated herein by reference to
                  post-effective amendment number 9 to this Form N-4
                  registration statement (File NO.  33-73738) filed with the
                  Commission on April 22, 1999.

<PAGE>

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

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

            (b)   State Variations to Application Form No. 1676.  Incorporated
                  herein by reference to post-effective amendment number 9 to
                  this Form N-4 registration statement (File NO.  33-73738)
                  filed with the Commission on April 22, 1999.

            (c)   State Variations to Application Form No. 99-VAAPP.
                  Incorporated herein by reference to post-effective amendment
                  number 9 to this Form N-4 registration statement (File NO.
                  33-73738) filed with the Commission on April 22, 1999.

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

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

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

         7.       Not Applicable.

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

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

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

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

          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.      a.    PricewaterhouseCoopers LLP Consent.
                  b.    KPMG LLP Consent.

         11.      Not applicable.

         12.      Not applicable.

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

         14.      Not applicable.

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

<PAGE>


Item 25.  Directors and Officers of the Company

Name                            Position/Office

Directors

James C. Barbre**               Director
Robert W. Bream**               Director
Wilfred F. Broxterman**         Director
James L. Bryan**                Director & Secretary
Loretta M. Burd**               Director
Ralph B. Canterbury**           Director
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
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

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

Steven A. Haroldson             CUNA Mutual Life Insurance Company
                                Chief Officer - Technology

Jeffrey D. Holley               CUNA Mutual Life Insurance Company
                                Chief Officer - Finance

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

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

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

Faye Patzner**                  CUNA Mutual Life Insurance Company*
                                Senior Vice President - General Counsel


*    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, 1999

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

<PAGE>

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

          h.                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
<PAGE>

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

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

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

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

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

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

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

2.       C. U. Insurance Services, Inc./Oregon
         50% ownership by CUNA Mutual Insurance Agency, Inc.
         50% ownership by Oregon Credit Union League
         December 27, 1989

3.       CUFIS of New York, Inc.
         50% ownership by CUNA Mutual Insurance Agency, Inc.
         50% ownership by CUC Services, Inc.
         March 28, 1991

4.       The CUMIS Group Limited
         63.3% 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
<PAGE>

6.       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

7.       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

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

9.       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

10.      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

11.      CMG  Mortgage   Reinsurance   Company
         50%  ownership  by  CUNA  Mutual Investment  Corporation
         50% ownership by PMI Insurance Company
         July 26, 1999

12.      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

13.      finsure.australia limited
         50% ownership by CUNA Mutual Australia Holding Company Pty. Limited
         50% ownership by CUSCAL
         October 15, 1999

<PAGE>

Partnerships

1.       CM CUSO Limited Partnership, a Washington Partnership
         CUMIS Insurance Society, Inc. - General Partner
         Credit Unions in Washington - Limited Partners
         June 14, 1993

Limited Liability Companies

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

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

Affiliated (Nonstock)

1.       MEMBERS Prime Club, Inc.
         August 8, 1978

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

3.       CUNA Mutual Life Insurance Company
         July 1, 1990
<PAGE>

                       CUNA Mutual Life Insurance Company
                  ORGANIZATIONAL CHART AS OF DECEMBER 31, 1999

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.       CIMCO Inc.
         An Iowa Business Act Corporation
         50% ownership by CUNA Mutual Life Insurance Company
         50% ownership by CUNA Mutual Investment Corporation

         CIMCO Inc. is the investment adviser of:

         Ultra Series Fund
         MEMBERS Mutual Funds

2.       Plan America Program, Inc.
         A Maine Business Act Corporation
         100% ownership by CUNA Mutual Life Insurance Company

3.       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,  2000,  there were  13,971  non-qualified  contracts
         outstanding and 21,035 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

Joseph L. Bauer*        Assistant Treasurer        Finance Reporting Operations
                                                   Manager

Wayne A. Benson*        Director & President       Chief Officer - Sales

Donna C. Blankenheim*   Assistant Secretary        Vice President
                                                   Assistant Secretary

Timothy L. Carlson**    Assistant Treasurer        None

Jan C. Doyle*           Assistant Secretary        Assistant Secretary

John C. Fritsche        Assistant Vice President   None
4455 LBJ Freeway
Suite 1108
Dallas, TX 75244

Tracy K. Gunderson*     Assistant Secretary        Recording Secretary/Technical
                                                   Writer

Lawrence R. Halverson*  Director                   None

John W. Henry*          Director & Vice President  Vice President

Michael G. Joneson*     Secretary                  Vice President

Campbell D. McHugh*     Compliance Officer         None

Andrew C. Osen*         Associate Compliance       Assistant Counsel
                        Officer

Faye A. Patzner*        Vice President - General   Senior Vice President and
                        Counsel                    General Counsel

Judd T. Schemmel*       Associate Compliance       Assistant Counsel
                        Officer
<PAGE>

Brian L. Schroeder*     Associate Compliance       Assistant Director, Insurance
                        Officer                    & Securities Market

Barbara L. Secor**      Assistant Secretary        Assistant Vice President
                                                   Assistant Secretary

Jason E. Smith*         Assistant Secretary        Assistant Secretary

Scott Vignovich**       Director and Vice          None
                        President

Helen W. Wagabaza       Assistant Secretary        Recording Secretary/Technical
                                                   Writer

John W. Wiley*          Associate Compliance       None
                        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,   1999,   was
          $23,489,271.00.  The  contracts  provide  that the  Company
          performs certain functions on behalf of the distributor.  For example,
          the Company  sends  confirmation  statements to Owners and the Company
          maintains payroll records for the registered representatives.  Some of
          the  dealer  concession  is  used to  reimburse  the  Company  for the
          services it performs on behalf of the distributor.

<PAGE>

Item 30.  Location Books and Records

         All of the accounts,  books,  records or other documents required to be
kept  by  Section  31(a)  of the  Investment  Company  Act  of  1940  and  rules
thereunder,  are maintained by the Company at 2000 Heritage Way,  Waverly,  Iowa
50677 or at CIMCO Inc. or CUNA Mutual  Group,  both at 5910 Mineral  Point Road,
Madison, Wisconsin 53705.

<PAGE>

Item 31.  Management Services

         All  management  contracts  are  discussed  in Part A or Part B of this
registration statement.

<PAGE>

Item 32.  Undertakings and Representations

     (a)  The registrant undertakes that it will file a post-effective amendment
          to this registration statement as frequently as is necessary to ensure
          that the audited  financial  statements in the registration  statement
          are never  more than 16 months  old for as long as  purchase  payments
          under the Contracts offered herein are being accepted.

     (b)  The registrant  undertakes  that it will include either (1) as part of
          any application to purchase a Contract  offered by the  Prospectus,  a
          space that an applicant can check to request a statement of additional
          information,  or  (2) a  postcard  or  similar  written  communication
          affixed to or included in the Prospectus that the applicant can remove
          and send to the Company for a statement of additional information.

     (c)  The  registrant  undertakes  to deliver any  statement  of  additional
          information and any financial statements required to be made available
          under  this Form N-4  promptly  upon  written  or oral  request to the
          Company at the address or phone number listed in the Prospectus.

     (d)  The Company  represents  that in  connection  with its offering of the
          Contracts  as  funding  vehicles  for  retirement  plans  meeting  the
          requirements  of Section 403(b) of the Internal  Revenue Code of 1986,
          it is relying on a no-action  letter dated  November 28, 1988,  to the
          American  Council  of Life  Insurance  (Ref.  No.  IP-6-88)  regarding
          Sections 22(e),  27(c)(1),  and 27(d) of the Investment Company Act of
          1940, and that paragraphs numbered (1) through (4) of that letter will
          be complied with.

     (e)  The Company  represents  that the fees and charges  deducted under the
          Contracts,  in  the  aggregate,  are  reasonable  in  relation  to the
          services rendered, the expenses expected to be incurred, and the risks
          assumed by CUNA Mutual Life Insurance Company.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, CUNA
Mutual  Life  Variable  Annuity  Account,  certifies  that it  meets  all of the
requirements for effectiveness of this Registration  Statement  pursuant to rule
485(b) under the  Securities  Act of 1933 and has duly caused this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized,  all in the City of Madison, and State of Wisconsin, on the 24th day
of April, 2000.

                          CUNA Mutual Life Variable Annuity Account (Registrant)

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

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, the depositor,  CUNA
Mutual Life Insurance  Company,  certifies that it meets all of the requirements
for effectiveness of this Registration  Statement  pursuant to rule 485(b) under
the Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned  thereunto duly  authorized,  all in the
City of Madison, and State of Wisconsin, on the 24th day of April, 2000.

                          CUNA Mutual Life Insurance Company
                          (Depositor)

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

<PAGE>

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

<TABLE>
<CAPTION>
SIGNATURE AND TITLE                           DATE             SIGNATURE AND TITLE                          DATE
<S>                                           <C>              <C>                                          <C>

/s/James C. Barbre                              *              /s/Robert T. Lynch                             *
- - -----------------------------------                            -----------------------------------
James C. Barbre, Director                                      Robert T. Lynch, Director

/s/Robert W. Bream                              *              /s/Brian L. McDonnell                          *
- - -----------------------------------                            -----------------------------------
Robert W. Bream, Director                                      Brian L. McDonnell, Director

/s/Wilfred F. Broxterman                        *              /s/C. Alan Peppers                             *
- - -----------------------------------                            -----------------------------------
Wilfred F. Broxterman, Director                                C. Alan Peppers, Director

/s/James L. Bryan                               *              /s/Omer K. Reed                                *
- - -----------------------------------                            -----------------------------------
James L. Bryan, Director                                       Omer K. Reed, Director

/s/Loretta M. Burd                              *              /s/Richard C. Robertson                        *
- - -----------------------------------                            -----------------------------------
Loretta M. Burd, Director                                      Richard C. Robertson, Director

/s/Ralph B. Canterbury                          *              /s/Rosemarie M. Shultz                         *
- - -----------------------------------                            -----------------------------------
Ralph B. Canterbury, Director                                  Rosemarie M. Shultz, Director

/s/Joseph N. Cugini                             *              /s/Neil A. Springer                            *
- - -----------------------------------                            -----------------------------------
Joseph N. Cugini, Director                                     Neil A. Springer, Director

/s/Rudolf J. Hanley                             *              /s/ Kevin S. Thompson
- - -----------------------------------                            ----------------------------------         04/24/00
Rudolf J. Hanley, Director                                     Kevin S. Thompson,
                                                               Attorney-In-Fact

/s/Jerald R. Hinrichs                           *              /s/Farouk D. G. Wang                           *
- - -----------------------------------                            -----------------------------------
Jerald R. Hinrichs, Director                                   Farouk D. G. Wang, Director

/s/ Michael B. Kitchen                       04/24/00          /s/Larry T. Wilson                             *
- - -----------------------------------                            -----------------------------------
Michael B. Kitchen, Director                                   Larry T. Wilson, Director
</TABLE>

*Pursuant to Powers of Attorney filed herewith

<PAGE>

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  person in the capacity  indicated on
the date indicated.

SIGNATURE AND TITLE                                                      DATE

/s/ Michael G. Joneson                                            April 24, 2000
- - -----------------------------------------------------             --------------
Michael G. Joneson
Vice President - Accounting & Financial Systems

/s/ Jeffrey D. Holley                                             April 6, 2000
- - -----------------------------------------------------             --------------
Jeffrey D. Holley
Chief Financail Officer

/s/ Michael B. Kitchen                                            April 24, 2000
- - -----------------------------------------------------             --------------
Michael B. Kitchen
President and Chief Executive Officer

<PAGE>

                                  EXHIBIT INDEX

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

10.      a.     PriceWaterhouseCoopers LLP Consent.
         b.     KPMG LLP Consent.

<PAGE>

                                  Exhibit 4(b)

          Flexible Premium Deferred Variable and Fixed Annuity Contract
                                State Variations

Contract Form No. 2800 attached as Exhibit 4 is a copy of the Contract  language
used in the following states:

Alabama                                       Minnesota
Alaska                                        Mississippi
Arkansas                                      Missouri
Colorado                                      Nebraska
Connecticut                                   Nevada
Delaware                                      New Hampshire
Georgia                                       New Mexico
Hawaii                                        Ohio
Illinois                                      Rhode Island
Indiana                                       South Dakota
Iowa                                          Tennessee
Kentucky                                      Vermont
Louisiana                                     Wyoming
Maine


The following state contract forms vary from the Form No. 2800 as indicated
below:

Arizona --        Contract No. 2800 AZ adds  language to Form No. 2800  stating,
                  "Upon written request, we will provide you  with information
                  regarding  the benefits and provisions of the Contract."

California --     Contract  No. 2800 CA changes  Form 2800  language  to allow
                  for a 10-day free look,  except for ages 60 and above allowing
                  for a 30-day free look.

District of Columbia -- Contract  No.  2800 DC changes  Form 2800  language in
                        Sections  6.2 and 7.2 to include the word "partial" when
                        describing withdrawals.

Florida --        Contract  No.  2800 FL changes  Form 2800  language on the
                  cover page to add "If you have a question,  complaint  or need
                  information  concerning your contract,  call  1-800-798-5500."
                  Surrender  Charge  description  added  to Data  Page.  Revises
                  Section  1.7 without  change in meaning.  Adds table of values
                  per $1,000 allocated to a Guarantee Period to Section 6.2.

Idaho --          Contract  No. 2800 ID changes  Form 2800  language to allow
                  for a 20-day  free look and the  return of  purchase  payments
                  during the Right to Examine Period. First paragraph in Section
                  4.3  changed to explain  20-day free look  provision.  Changes
                  Section  7.6  interest  rate paid for  deferral  of payment of
                  partial withdrawal and surrenders as defined in Idaho Code.

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

<PAGE>

Maryland --       Contract No. 2800 MD 0897 adds  "Limited  Participation  as
                  described  herein." Deletes  sentence saying,  "we will refund
                  any  purchase  payments  received by us required by state law"
                  from the Right to  Examine  provision.  Deletes  all the fixed
                  accounts except the DCA 1 Year fixed account of the Guaranteed
                  Interest Option.  DCA allocation period is limited to 3 years.
                  Section 7.5 regarding interest adjustment has been deleted, as
                  well as all references throughout the contract.


Massachusetts --  Contract Nos. 2800 SMA and UMA allowing for separate  forms
                  for sex  distinct  and  unisex.  Also added Table of values to
                  Section 6.2 in Form 2800. Tables were changed on data page and
                  misstatement  of age and sex  language  was revised  from Form
                  2800.  The Nursing  Home/Terminal  Illness  provision has been
                  removed.


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?", and adds Section 1.9
                  "Will Interest be Paid Upon Settlement of a Death Claim?" to
                  Form 2800.


North Carolina -- Contract No. 2800 NC deletes settlement options 1 & 2 from
                  Form 2800.

North Dakota --   Contract  No. 2800 ND revises Form 2800 to allow for
                  20-day free look (on the cover  page).  Tables were changed on
                  data page and misstatement of age and sex language was revised
                  from Form 2800.

New Jersey --     Contract  No.  2800NJ  1097  revises  Form 2800 to delete the
                  phrase "which will never be less than the amount required by
                  state law" from the second  paragraph of the cover page. Add a
                  third  paragraph to the cover that states "Monthly annuity
                  payments,  surrender value, and death  benefit  amounts are
                  equal to or greater than those  required by state  law.
                  Partial   withdrawals  will  result  in  cancellation  of
                  accumulation   units.   Contract   loans  will  be  deducted
                  prior  to determining  such  benefit  amounts."  Change
                  paragraph 4 to read "The dollar amount of any annuity payments
                  and other values provided by this contract will increase or
                  decrease based on the investment  performance of the
                  subaccounts  selected.  The variable provisions are described
                  in section  5". Add  statements  to the data page:  1.) "Our
                  expense  and mortality experience will not adversely affect
                  the dollar amount of the variable  benefits or other
                  contractual  payments or values under this contract." and 2.)
                  "A fee is paid to these investment advisors."

                  Section 4.1,  delete "We may accept  purchase  payments beyond
                  the contract  anniversary  following the  annuitant's  85th
                  birthday."  Section  4.2,  delete  wording  indicating  we
                  reserve  the  right  to terminate the contract & pay the
                  contract value if no purchase payments have been  received
                  for two  years,  purchase  payments  are less than $2,000 and
                  the contract  value is less than  $2,000.  Deletes all fixed
                  accounts of the guarantee  period  except for the DCA 1 year
                  guarantee period.  DCA  allocation  period is  limited  to 3
                  years.  No  interest adjustment;  therefore  section 7.5 and
                  all  references  throughout the contract have been deleted.

Oklahoma --       Contract  No. 2800 OK revises Form 2800 to allow the return
                  of purchase  payments  during the Right to Examine  Period and
                  that  interest  will be paid on refunds  made more than thirty
                  days from the date of  cancellation.  Also revises Section 4.3
                  "How Net Purchase  Payments Will be Allocated" to describe the
                  Right to Examine Period provision.

Oregon --         Contract  No. 2800 OR revises  Form 2800 to delete  "Fixed"
                  from the title on the cover page. There are no Fixed Accounts,
                  therefore,  deletes  Section  7.5  regarding  Fixed  Accounts.
                  Deletes  Section 6
<PAGE>

                  regarding   Guaranteed   Interest  Option  and  deletes  all
                  references  to Guaranteed  Interest  Option  throughout  the
                  contract Form 2800.

Pennsylvania --   Contract  No. 2800 PA changes  Form 2800 to allow for issue
                  ages 0-78; revised  Free-Look.  Revised Section 1.3 related to
                  misstatement  of age and sex adding "to be equal to the amount
                  the  contract  value  would  have  purchased  based on correct
                  age/sex."  Revised  Section  4.3  regarding  how  the  initial
                  purchase payment will be allocated.  Section 5.2(i) added: "If
                  such change  required  endorsement of your  contract,  we will
                  notify you and the  endorsement may then be either accepted or
                  rejected."  Only one fixed  account  guarantee  period with no
                  interest adjustment.  Therefore, all language referring to the
                  interest adjustment is deleted, including Section 7.5.

South Carolina -- Contract No. 2800 SC 0397 changes Form 2800 in the
                  Right  to  Examine  Period  by  returning  purchase  payments.
                  Deletes "in the absence of fraud" from  Section 1.2  regarding
                  "When will the contract  become  incontestable.  "Contract fee
                  deducted from  subaccounts  only, not fixed accounts.  Revised
                  free-look  language to allow the return of  purchase  payments
                  and Section 4.3 to  describe  the return of purchase  payments
                  during the Right to Examine Period.

Texas --          Contract  No.  2800 TX revises  Form 2800 to allow for a 6
                  year  stepped up death  benefit in Section  8.3.  Contract fee
                  deducted from subaccounts  only, not fixed in Section 1.4. One
                  fixed  account  and the DCA 1 year  account/guarantee  period,
                  with no interest adjustment. Therefore, all language regarding
                  interest  adjustment  deleted  including  Section 7.5. Section
                  11.2 "What Annuity Payment Options are Available?" adds Option
                  3(d) "The rates for such period of years will be calculated on
                  an  actuarially  equivalent  basis to those  shown in  Section
                  13.2.

Utah --           Contract No. 2800 UT revises Form 2800  free-look  language
                  to allow the return of purchase  payments  and Section 4.3 How
                  Will the Net Purchase  Payments be  Allocated" to describe the
                  return  of  purchase  payments  during  the  Right to  Examine
                  Period. One fixed account and the DCA 1 Year account/guarantee
                  period with no interest  adjustment.  Therefore,  all language
                  regarding interest adjustment deleted, including Section 7.5.

Virginia --       Contract  No. 2800 VA revises  Form 2800 to change  interest
                  adjustment  to "market  value  adjustment" throughout
                  contract.

Washington --     Contract No. 2800 WA deletes  "Fixed" from the title on the
                  cover  page of the Form  2800.  There  are no Fixed  Accounts,
                  therefore,  deletes Section 7.5 regarding Fixed Accounts,  and
                  Section 6,  Guaranteed  Interest  Option.  All  references  to
                  Guaranteed interest Option removed throughout the contract.

West Virginia  -- Contract  No.  2800 WV  limits  postponement  of
                  payment of partial  withdrawals  and  surrenders to 30 days in
                  Section  7.6 of Form  2800.  Please  note  there is a separate
                  notice that  prints  with the  contract to change the right to
                  examine period from 10 to 30 days.

Wisconsin --      Contract  No. 2800 WI changes  Form 2800 to allow one fixed
                  account  and the DCA 1 Year  account/guarantee  period with no
                  interest   adjustment.   Therefore,   all  language  regarding
                  interest adjustment deleted, including Section 7.5.

<PAGE>

                                   Exhibit 10 a.


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this  Registration  Statement on Form N-4 of our
reports  dated  February  11, 2000,  relating to the  financial  statements  and
financial  highlights of CUNA Mutual Life Variable Annuity Account and March 31,
2000,  relating  to the  financial  statements  of CUNA  Mutual  Life  Insurance
Company,  which appear in such  Registration  Statement.  We also consent to the
references to us under the headings "Financial Statements" and "Experts" in such
Registration Statement.


PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
April 18, 2000

<PAGE>

                                   Exhibit 10 b.

The Board of Directors of CUNA Mutual Life Insurance Company
         And Contract Owners of CUNA Mutual Life Variable Annuity Account:

We consent to the use of our reports included herein and to the reference to our
Firm under the heading  "Experts" in the Statement of Additional  Information of
the CUNA Mutual Life Variable Annuity Account.

Our report dated March 19, 1999,  contains an explanatory  paragraph that states
that the Company prepared the financial  statements  using accounting  practices
prescribed or permitted by the Iowa Department of Commerce,  Insurance Division,
which practices differ from generally accepted accounting principles.

                                    KPMG LLP



Des Moines, Iowa
April 19, 2000



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