CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
N-4/A, 2000-10-10
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   As Filed with the Securities and Exchange Commission on October 25, 2000

                                                      Registration No. 333-40304
                                                                       811-8260

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                         PRE -EFFECTIVE AMENDMENT NO. 1

                                       TO

                                    FORM N-4

               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                     OF SECURITIES OF UNIT INVESTMENT TRUSTS

                        CUNA Mutual Life Variable Account
                              (Exact name of trust)


                       CUNA Mutual Life Insurance Company
                               (Name of depositor)

                                2000 Heritage Way
                               Waverly, Iowa 50677
          (Complete address of depositor's principal executive offices)

                             Kevin S. Thompson, Esq.
                       CUNA Mutual Life Insurance Company
                             5910 Mineral Point Road
                                Madison, WI 53705
                (Name and complete address of agent for service)

                                    Copy to:
                              David Goldstein, Esq.
                        Sutherland, Asbill & Brennan LLP
                         1275 Pennsylvania Avenue, N.W.
                            Washington, DC 20004-2404

                  Approximate date of proposed public offering:
 As soon as practicable after the effective date of this Registration Statement

Title of  Securities  Being  Offered:  Interest in the Separate  Account  issued
through Variable Annuity Policies.

         The Registrant hereby amends this Registration  Statement on such dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.


<PAGE>

PROSPECTUS                                                      October 25, 2000

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

                           MEMBERS Variable Annuity II

              A Flexible Premium Deferred Variable Annuity Contract

                                    Issued by

                       CUNA Mutual Life Insurance Company

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

Inside this Prospectus,  you will find basic  information about the Contract and
the  Variable  Account  that you should  know before  investing.  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.

The  investment  performance  of  the  mutual  fund  portfolios  underlying  the
Subaccounts you select will affect the Contract Value to the Payout Date, except
for amounts you invest in the Fixed Account and will affect the size of variable
Income  Payments after the Payout Date. You bear the entire  investment  risk on
any amounts you allocate to the Variable Account.

The following  mutual funds are available  through the  Subaccounts  of the CUNA
Mutual Life Variable Annuity Account:

Ultra Series Fund
o        Money Market Fund
o        Bond Fund
o        Balanced Fund
o        Growth and Income Stock Fund
o        Capital Appreciation Stock Fund
o        Mid-Cap Stock Fund
o        Emerging Growth Fund
o        High Income Fund
o        International Stock Fund
o        Global Securities Fund

This Prospectus must be accompanied by a current prospectus for the Ultra Series
Fund.

Purchase payments not allocated to the Subaccounts may be allocated to the Fixed
Account Option.



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 October 25, 2000 free of charge by contacting the Company.
Additionally,  the SEC maintains a website at  http://www.sec.gov  that contains
the SAI material incorporated by reference and other information.



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

--------------------------------------------------------------------------------
The Securities and Exchange  Commission has not approved or disapproved of these
securities  or passed upon the  adequacy or  accuracy  of this  prospectus.  Any
representation to the contrary is a criminal offense.

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

<PAGE>

Table of Contents

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

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

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

FINANCIAL HIGHLIGHTS.........................................................5

SUMMARY......................................................................5

The Contract.................................................................5
Charges and Deductions.......................................................6
Payout  Provisions...........................................................6
Federal Tax Status...........................................................6

CUNA MUTUAL LIFE INSURANCE COMPANY, THE CUNA MUTUAL LIFE VARIABLE ANNUITY
 ACCOUNT, AND THE UNDERLYING FUNDS...........................................7
CUNA Mutual Life Insurance Company...........................................7
CUNA Mutual Life Variable Annuity
 Account.....................................................................7
The Underlying Funds.........................................................8
Availability of Funds........................................................9
Voting Rights................................................................9
Material Conflicts..........................................................10
Substitution of Securities..................................................10

THE FIXED ACCOUNT OPTION....................................................10
Preservation Plus Program...................................................11
Fixed Contract Value........................................................11
Fixed Periods...............................................................11
Market Value Adjustment.....................................................12

DESCRIPTION OF THE CONTRACT.................................................14
Issuance of a Contract......................................................14
Right to Examine............................................................14
Purchase Payments...........................................................14
Allocation of Purchase Payments.............................................15
Contract Value..............................................................15
Transfer Privileges.........................................................16
Surrenders (Redemption) and Partial Withdrawals.............................17
Contract Loans..............................................................19
Death Benefit Before the Payout Date........................................19
Proportional Adjustment for Partial Withdrawal..............................20

MISCELLANEOUS MATTERS.......................................................21
Payments....................................................................21
Modification................................................................21
Reports to Owners...........................................................22
Inquiries...................................................................22

INCOME PAYMENT OPTIONS......................................................23
Payout Date and Proceeds....................................................23
Election of Income Payment Options..........................................23
Fixed Income Payments.......................................................23
Variable Income Payments....................................................24
Description of Income Payment Options.......................................24
Death Benefit After the Payout Date.........................................25

CHARGES AND DEDUCTIONS......................................................26
Mortality and Expense Risk Charges..........................................26
Fund Expenses...............................................................26
Surrender Charge (Contingent Deferred Sales Charge).........................26
Annual Contract Fee.........................................................26
Transfer Processing Fee.....................................................27
Lost Contract Request.......................................................27
Premium Taxes...............................................................27
Other Taxes.................................................................27

RIDERS AND ENDORSEMENTS.....................................................28
Maximum Anniversary Value Death Benefit.....................................28
5% Annual Guarantee Death Benefit...........................................28
Enhanced Death Benefit Rider Charges........................................28
Waiver of Surrender Charge..................................................28
Executive Benefits Plan Endorsement.........................................29

ADVERTISING AND SUBACCOUNT PERFORMANCE SUMMARY..............................30

FEDERAL TAX MATTERS.........................................................32
Introduction................................................................32
Tax Status of the Contract..................................................32
Taxation of Annuities.......................................................33
Transfers or Exchanges of a Contract........................................35
Withholding.................................................................35
Multiple Contracts..........................................................36
Taxation of Qualified Plans.................................................38
Possible Charge for the Company's Taxes.....................................38
Other Tax Consequences......................................................38

LEGAL PROCEEDINGS...........................................................39

FINANCIAL STATEMENTS........................................................39

<PAGE>

Definitions

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

Accumulation Unit

A unit of measure used to calculate Variable Contract Value.

Annuitant

The  person or  persons  named in the  application  and on whose  life the first
income payment is to be made. 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 . Only spouses may be joint Annuitants.

Beneficiary

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

Code

The Internal Revenue Code of 1986, as amended.

Contract Anniversary

The same date in each contract year as the Contract Issue Date.

Contract Issue Date

The date on which the Company  issues the  Contract  and upon which the Contract
becomes  effective.  This date is shown on the data page of the  Contract and is
also used to determine Contract Years and Contract Anniversaries.

Contract Value

The total  amount  invested  under the  Contract.  It is the sum of the Variable
Contract Value, the Fixed Contract Value and the Loan Account Value.

Contract Year

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

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.

Fixed Account Option

An allocation option under the Contract funded by our General Account. It is not
part of or dependent upon the investment performance of the Variable Account.

Fixed Amount

Any portion of Fixed Contract Value allocated to a particular  Fixed Period with
a particular  expiration date (including  interest thereon) less any withdrawals
or transfers.

Fixed Contact Value

The value of the Contract Value in the Fixed Account Option.

Fixed Period

A choice  under the Fixed  Account of a  specific  number of years for which the
Company agrees to credit a particular effective annual interest rate.

Fund

An investment  portfolio of Ultra Series Fund or any other  open-end  management
investment company or unit investment trust in which a Subaccount invests.

General Account

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

Home Office

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

Income Payment

One of several  periodic  payments  made by the  Company  to the Payee  under an
Income Payment Option.

Income Payment Option

The form of Income Payments selected by the Owner under the Contract.

Loan Account

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

Loan Amount

The sum of your loan principal plus any accrued loan interest.

Net Purchase Payment

A purchase payment less any deduction for premium expense charges.

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 person receiving income payments during the Payout Period.  The Annuitant is
the Payee unless the Owner specifies otherwise.

Payout Date

The date on which Payout Proceeds are applied to an Income Payment Option.

Payout Proceeds

The Contract Value less any Loan Amount, less any premium expense charge, less a
pro-rated  portion  of the annual  Contract  fee,  plus or minus any  applicable
market value  adjustment,  less any applicable  rider charges and any applicable
surrender  charges as of the Payout Date.  This is the amount  applied to Income
Payments under one of the Income Payment Options.

Premium Expense Charge

An amount  we may  deduct  from your  purchase  payments  to cover  taxes we are
charged by your state of residence.

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.

Subaccount

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

Subaccount Value

Before the Payout Date, that part of any Net Purchase  Payment  allocated to the
Subaccount plus any Contract Value  transferred to that Subaccount,  adjusted by
interest   income,   dividends,   net  capital  gains  or  losses  (realized  or
unrealized),  and decreased by withdrawals  (including any applicable  surrender
charges,  administrative  fee, any charge for riders or Premium  Expense Charge)
and any Contract value transferred out of that Subaccount.

Surrender Value

The  Contract  Value  less  any  applicable  surrender  charges,   market  value
adjustment,  Premium Expense Charges, annual contract fee, any charge for riders
and Loan Amount.

Valuation Day

For each  Subaccount,  each day that  the New York  Stock  Exchange  is open for
business except 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 Value
The sum of the Subaccount Values.

Written Request

A Written  Request or request in a form  satisfactory  to the  Company  which is
signed by the Owner and received at the Home Office.  A Written Request 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............................$10*
Maximum Annual Contract Fee.............................$30**


Annual Rider Charges
(as a percentage of monthly average Contract Value)
Maximum Anniversary Value Death Benefit Rider...........0.15%
5% Annual Guarantee Death Benefit Rider.................0.15%

Variable Account Annual Expenses
     (as a percentage of net assets)
     Mortality and Expense Risk Charge..................1.15%
     Total Variable Account Expenses....................1.15%


                              Annual Fund Expenses
                      (as percentage of average net assets)

<TABLE>
<CAPTION>

                                                    Other         Total Annual
Portfolio Name                   Management Fees    Expenses      Fund Expenses
--------------                   ---------------    ---------     -------------
<S>                                <C>                <C>             <C>
Money Market Fund                  0.45%              0.01%           0.46%
Bond Fund                          0.55%              0.01%           0.56%
Balanced Fund                      0.70%              0.01%           0.71%
Growth and Income Stock Fund       0.60%              0.01%           0.61%
Capital Appreciation Stock Fund    0.80%              0.01%           0.81%
Mid-Cap Stock Fund                 1.00%              0.01%           1.01%
Emerging Growth Fund               0.85%              0.01%           0.86%
High Income Fund                   0.75%              0.01%           0.76%
International Stock Fund           1.20%              0.01%           1.21%
Global Securities Fund             0.95%              0.01%           0.96%
</TABLE>



*Currently,  no fee is charged for transfers.  However, the Company reserves the
right to charge a $10 transfer fee on each transfer after the first 12 transfers
in any Contract Year.


**The Company does not deduct the annual  Contract fee if the Contract  Value is
$25,000 or more.


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


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

<PAGE>


<TABLE>
<CAPTION>

If the  Contract is  surrendered  (or  annuitized  under If the  Contract is not
surrendered  or is  annuitized  (for income  payout  option 1) at the end of the
applicable  income  payout  options  2 and 4) at the  end  of the  time  period:
applicable time period:

--------------------------- -------- -------- -------- --------     ------------------------ -------- -------- -------- --------
<S>                           <C>     <C>      <C>      <C>         <C>                        <C>      <C>     <C>      <C>
Subaccount                     1        3       5        10           Subaccount                 1       3        5       10
                             Year     Years    Years    Years                                   Year    Years   Years    Years
--------------------------- -------- -------- -------- --------     ------------------------ -------- -------- -------- --------
Money Market                  $83     $107     $133     $230        Money Market               $20      $62     $106     $230
--------------------------- -------- -------- -------- --------     ------------------------ -------- -------- -------- --------
Bond                          $84     $110     $138     $240        Bond                       $21      $65     $111     $240
--------------------------- -------- -------- -------- --------     ------------------------ -------- -------- -------- --------
Balanced                      $86     $114     $146     $255        Balanced                   $23      $69     $119     $255
--------------------------- -------- -------- -------- --------     ------------------------ -------- -------- -------- --------
High Income                   $86     $116     $149     $261        High Income                $23      $71     $122     $261
--------------------------- -------- -------- -------- --------     ------------------------ -------- -------- -------- --------
Growth and Income             $85     $111     $141     $245        Growth and Income          $22      $66     $114     $245
--------------------------- -------- -------- -------- --------     ------------------------ -------- -------- -------- --------
Capital Appreciation          $87     $117     $151     $266        Capital Appreciation       $24      $72     $124     $266
--------------------------- -------- -------- -------- --------     ------------------------ -------- -------- -------- --------
Mid-Cap Stock                 $89     $123     $161     $286        Mid-Cap Stock              $26      $78     $134     $286
--------------------------- -------- -------- -------- --------     ------------------------ -------- -------- -------- --------
Emerging Growth               $87     $119     $154     $271        Emerging Growth            $24      $74     $127     $271
--------------------------- -------- -------- -------- --------     ------------------------ -------- -------- -------- --------
International Stock           $91     $129     $171     $305        International Stock        $28      $84     $144     $305
--------------------------- -------- -------- -------- --------     ------------------------ -------- -------- -------- --------
Global Securities             $88     $122     $159     $281        Global Securities          $25      $77     $132     $281
--------------------------- -------- -------- -------- --------     ------------------------ -------- -------- -------- --------
</TABLE>

The examples  provided above assume that no transfer  charges,  Premium  Expense
Charges, or market value adjustment have been assessed. The examples also assume
that the annual Contract fee is $30, that the average Contract Value is $50,000,
(which  translates  the  Contract  fee into an  assumed  0.0006%  charge for the
purposes of the  examples  based on a $1,000  investment)  and that all optional
riders and endorsements are selected.


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

<PAGE>

Financial Highlights

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

Although the Separate  Account and many of the Funds have been in existence  for
some  time,  the  Subaccounts  for  this  contract  are new and do not  have any
history. Accordingly, there is no Subaccount information to report at this time.
In future years,  the prospectus  will contain  financial  information  for each
class of Accumulation  Units. The value of an Accumulation Unit is determined on
the basis of changes in the per share value of the  underlying  mutual funds and
the assessment of various charges.

Summary

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

The following  section  summarizes  certain  provisions that we describe in more
detail later in the prospectus.

                                  The Contract

Issuance of a Contract.  The  Company  issues  Contracts  to  individuals  or to
employers or other groups in connection with retirement plans.

Right to Examine  Period.  You have the right to return the  Contract  within 10
days after you receive it and the Company will return the Contract  Value or the
amount  required  by law.  State or federal law may  require  additional  return
privileges. If you return the Contract, it will become void.

Purchase Payments.  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  after the
Contract Issue Date.

Allocation of Purchase  Payments.  You may allocate  purchase payments to one or
more of the  Subaccounts  of the Variable  Account  and/or to the Fixed  Account
Option.  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.

Transfers.  On or before the Payout  Date,  you may  transfer all or part of the
Contract  Value  between  Subaccount(s)  or a Fixed  Period,  subject to certain
restrictions.

No fee is charged for  transfers,  but the Company  reserves the right to charge
$10 for each transfer over 12 during a Contract Year.

Partial Withdrawal.  You may withdraw part of your Contract's Surrender Value by
Written Request to the Company on or before the Payout Date,  subject to certain
Limitations.

Surrender.  You may surrender the Contract and receive its Surrender  Value,  by
Written Request to the Company.


                             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.

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.)


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  Company  may use any  profits  from this  charge to  finance  other
expenses, including expenses incurred in the administration of the Contracts and
distribution  expenses  related to the Contracts.  The charges are deducted from
the Variable  Account at a rate of 0.003151%  per day which is an annual rate of
1.15%.


Premium  Expense  Charges.  The Company  deducts a charge for any state or local
premium taxes applicable to a Contract. The Company reserves the right to deduct
premium  taxes at the time it pays such taxes.  State  premium  taxes  currently
range from 0% to 3.5%.

Rider Charges.  The Company  deducts a charge on each Contract  Anniversary  for
each of two optional death benefit  riders.  This charge is at an annual rate of
0.15% of the average monthly Contract Value for the prior Contract Year.

                                Payout Provisions

You select the Payout Date, subject to certain limitations.

On the Payout Date,  the Payout  Proceeds  will be applied to an Income  Payment
option, unless you choose to receive the Surrender Value in a lump sum.

                               Federal Tax Status

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

CUNA Mutual Life  Insurance  Company - The CUNA  Mutual  Life  Variable  Annuity
Account, and the Funds
================================================================================

                       CUNA Mutual Life Insurance Company

CUNA Mutual Life Insurance Company is a mutual life insurance company originally
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 telephone number is 1-800-798-5500.

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 above.

                    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 invests in the Funds  described  below.
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 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,  are credited to or
charged against that

Subaccount  reflect  only the  Subaccount's  investment  experience  and not the
investment experience of the Company's other assets.

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  that  exceed  the  Company's
liabilities arising under the Contracts may be transferred by the Company to the
General Account and used to pay its liabilities.  All obligations  arising under
the Contracts are general corporate obligations of the Company.

The  Contracts are  distributed  by the principal  underwriter,  CUNA  Brokerage
Services,  Inc., 2000 Heritage Way,  Waverly,  Iowa 50677.  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.

                              The Underlying Funds

The  Subaccounts  invest in the Ultra  Series  Fund.  The  Ultra  Series  Fund a
management investment company of the series type with one or more Funds. Each is
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's  prospectuses  which must  accompany  or  precede  this  Prospectus.  The
prospectuses should be read carefully and retained for future reference.

The Ultra Series Fund

Currently,  the Ultra Series Fund offers Funds as  investment  options under the
Contracts.

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

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

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

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

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

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

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

High Income Fund. This Fund seeks high current income by investing  primarily in
a  diversified   portfolio  of  lower-rated,   higher-yielding   income  bearing
securities.  The Fund also seeks capital appreciation,  but only when consistent
with its primary goal.

International  Stock Fund. This Fund seeks  long-term  growth of capital through
investments primarily in common stocks of non-U.S. companies.

Global Securities Fund. This Fund seeks capital appreciation by investing mainly
in common stocks of U.S. and foreign companies.



MEMBERS Capital Advisors, Inc. (f/k/a 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.



The mutual funds described above 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.  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 if the other portfolio has the same  investment  adviser or manager and the
same investment objectives and policies, and a very similar name.

                              Availability of Funds

The Variable  Account  purchases  shares of the Ultra Series Fund in  accordance
with a participation  agreement. If the participation agreement terminates,  the
Variable  Account may not be able to purchase  additional  shares of the Fund(s)
covered by the 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 the Fund.

                                  Voting Rights

Owners with Variable  Contract  Value are entitled to certain  voting rights for
the Funds  underlying the  Subaccounts  in which they are invested.  The Company
will vote Fund shares  attributable  to Owners at special  shareholder  meetings
based on  instructions  from such  Owners.  However,  if the law changes and the
Company is allowed to vote in its own right, it may elect to do so.

Owners with voting  interests in a Fund will be notified of issues requiring the
shareholders' vote as soon as possible before the shareholder meeting.

Notification  will  contain  proxy  materials  and a form with which to give the
Company  voting  instructions.  The  Company  will  vote  shares  for  which  no
instructions are received in the same proportion as those that are received.

Before  the  Payout  Date,  the  number  of  shares  which an Owner  may vote is
determined by dividing the Subaccount Value by the net asset value of that Fund.
On or after the Payout Date, an Owner's voting  interest,  if any, is determined
by  dividing  the  dollar  value of the  liability  for future  variable  Income
Payments  to be paid  from the  Subaccount  by the net  asset  value of the Fund
underlying  the  Subaccount.   The  Company  will  designate  a  date  for  this
determination not more than 90 days before the shareholder meeting.

                               Material Conflicts

The Funds are  offered  through  other  separate  accounts  of the  Company  and
directly to employee benefit plans affiliated with the Company. The Company does
not  anticipate  any  disadvantages  to this.  However,  it is  possible  that a
conflict may arise between the interest of the Variable  Account and one or more
of the other separate accounts in which these Funds participate.

Materials conflicts may occur due to a change in law affecting the operations of
variable life insurance policies and variable annuity contracts,  or differences
in the voting  instructions  of the Owners and those of Owners of other types of
contracts issued by the Company. Material conflicts could also arise between the
interests  of  Owners  (or  owners  of other  types of  contracts  issued by the
Company) and the interests of participants in employee benefit plans invested in
the Funds. If a material conflict occurs, the Company will take steps to protect
Owners and variable annuity Payees, including withdrawal of the Variable Account
from participation in the Fund(s) involved in the conflict.

                           Substitution of Securities

The Company may substitute,  eliminate, or combine shares of another mutual fund
for shares  already  purchased or to be purchased in the future if either of the
following occurs:

1)   shares of a current Fund are no longer available for investment; or

2)   further investment in a Fund is inappropriate.

No  substitution,  elimination,  or combination of shares may take place without
the prior approval of the SEC and state insurance departments.

<PAGE>

THE FIXED ACCOUNT OPTION
================================================================================

The Fixed Account Option is an investment option that is funded by assets of the
Company's  General  Account and pays  interest at  declared  rates.  The General
Account  contains all of the Company's assets other than those in other separate
accounts.  It is used to support the Company's annuity and insurance obligations
and may  contain  compensation  for  mortality  and expense  risks.  The General
Account is not subject to the same laws as the Variable  Account and the SEC has
not reviewed material in this prospectus relating to the Fixed Account. However,
information  relating  to  the  Fixed  Account  Option  is  subject  to  federal
securities laws relating to accuracy and completeness of prospectus disclosure.

Purchase  payments  will be  allocated  to the Fixed  Account by election of the
Owner.

The Company  intends to credit amounts in the Fixed Account Option with interest
at current  rates in excess of the minimum fixed rate but is not obligated to do
so. The Company has no specific formula for determining  current interest rates.
Fixed  Contract  Value  will not  share  in the  investment  performance  of the
Company's  General Account.  Any interest credited on Fixed 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 fixed rate.

Preservation Plus Program

An Owner may elect to  allocate  the initial Net  Purchase  Payment  between the
Fixed  Account  Option and the Variable  Account so that at the end of the Fixed
Period the portion of the initial Net  Purchase  Payment  allocated to the Fixed
Account  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 Fixed 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 Fixed Period to achieve this result.

Fixed Contract Value

The Fixed Contract value reflects:

o    Net Purchase Payments  allocated to and Contract Value transferred to Fixed
     Periods,
o    interest credited to Contract Value in Fixed Periods,
o    transfers of Contract Value out of Fixed Periods,
o    surrenders and partial withdrawals from Fixed Periods, and
o    charges assessed in connection with the Contract.

Fixed Amounts are withdrawn or surrendered on a  first-in-first-out  basis.  The
Fixed Account  value is the sum of Fixed  Amounts under the Contract.  The Fixed
Account value is guaranteed to accumulate at a minimum effective annual interest
rate of 3%.

The Fixed Account Option varies  according to the state in which the Contract is
issued. The Company offers fixed periods varying in duration from one year to 10
years and the Company may impose a market value adjustment on amounts  withdrawn
prior to the  expiration  of a fixed  period,  if allowed by state law.  Not all
fixed  periods are available in all states and some states may not allow a fixed
account option.  Contact the Company for information on the  availability of the
Fixed Account Option and fixed periods in your state.

An Owner may allocate some or all of the Net Purchase Payments and transfer some
or all of the Contract Value to the Fixed Account Option for selected periods of
time from one to ten years. The Company also intends to offer a special one year
Fixed  Period that  requires  minimum  monthly  transfers  to other  Subaccounts
throughout the Fixed Period (the "DCA One Year Fixed Period"). Purchase Payments
may be allocated  to this DCA One Year Fixed  Period,  but  transfers in are not
allowed. Purchase Payment allocations to certain Fixed Periods may be limited to
three years in some states.

Fixed Periods

From time to time the  Company  will offer to credit  Fixed  Account  value with
interest  at  specific  guaranteed  rates for  specific  periods of time.  These
periods of time are known as Fixed  Periods.  The  Company may offer one or more
Fixed Periods of one to ten years' duration at any time, but will always offer a
Fixed Period of one year where allowed by state law. The Company will publish an
effective  annual interest rate applicable to each Fixed Period being offered at
that time. Net Purchase  Payments  allocated or Contract Value  transferred to a
Fixed 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 Fixed Period or surrendered).  The interest rates available at any time will
vary with the number of years in the Fixed Period but will always be equal to or
greater than an effective annual rate of 3%.

Fixed  Periods  begin as of the date  Net  Purchase  Payments  or  transfers  of
Contract  Value are made to them and end when the number of year(s) in the Fixed
Period have elapsed. The last day of the Fixed Period is the expiration date for
the Fixed  Period.  Owners may not select Fixed  Periods with  expiration  dates
later than the Contract's current Payout Date. During the 30-day period prior to
the  expiration  of a Fixed  Period,  the Owner may  transfer  the Fixed  Amount
related to that Fixed Period to any new Fixed Period or Subaccount  available at
that time.  Such  transfers  may be made at any time from the DCA One Year Fixed
Period. In addition, monthly transfers from the DCA One Year Fixed Period to the
Subaccount(s)  you  designate are  required.  If no  Subaccount  is  designated,
transfers  will be made to the Money  Market  Subaccount.  The minimum  transfer
amount is the monthly sum required to fully  amortize the Fixed Amount as of the
expiration  date of the DCA  Fixed  Amount.  If,  at the  expiration  of a Fixed
Period,  less than one year  remains  until the Payout  Date,  the Company  will
credit  interest to the Fixed Amount at the guaranteed rate then applicable to a
one year  Fixed  Period.  For Fixed  Periods  other  than the DCA One Year Fixed
Period,  the  Company  will notify  Owners of the  available  Fixed  Periods and
Subaccounts 30 days prior to the expiration of a Fixed Period.

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

Market Value Adjustment

The Company will impose a market value adjustment on Fixed Amounts  withdrawn or
surrendered  or applied to an Income  Payment Option from a Fixed Period of more
than 2 years  before  expiration  of the period  except when such a  withdrawal,
surrender or  annuitization  occurs  during the last 30 days of the period.  The
market value  adjustment is calculated by  multiplying  the amount  surrendered,
withdrawn or annuitized by the following factor:

                              0.70 x (I - J) x n/12

Where:

     I    = the  guaranteed  interest  rate then being  offered  for a new Fixed
          Period  equal in duration  and type to the period from which the Fixed
          Amount  is being  withdrawn,  surrendered  or  annuitized.  If a Fixed
          Period of such  duration is not being  offered,  "I" equals the linear
          interpolation of the guaranteed  rates for periods then available.  If
          the Fixed 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  Fixed Period. If no published rates are available for
          maturities  equal to the  duration of the  appropriate  Fixed  Period,
          linear interpolation of other published rates will be used.

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

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

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

The market value  adjustment is calculated  separately for each Fixed Amount and
is applied before any surrender  charge.  Owners must instruct the Company as to
which Fixed Periods should be withdrawn or surrendered. Within any Fixed Period,
Fixed 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  Fixed  Account  value  by the  Company  as fees or  charges.  In
addition,  the sum of the  surrender  charge and market value  adjustment  for a
Fixed Amount  withdrawn or  surrendered  will not exceed 10% of the Fixed Amount
withdrawn or surrendered.

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

The imposition of an market value adjustment may have significant federal income
tax consequences. (See FEDERAL TAX MATTERS.)

<PAGE>

DESCRIPTION OF THE CONTRACT
================================================================================

Issuance of a Contract

In  order  to  purchase  a  Contract,   application   must  be  made  through  a
representative of CUNA Brokerage Services,  Inc. ("CUNA  Brokerage").  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 (78 in Pennsylvania) on the Contract Issue Date.

Right to Examine

Owners  have a ten day period to  examine  the  contract.  The  contract  may be
returned  to the Home  Office for any reason  within ten days of receipt and the
Company will refund the Contract  Value or another  amount  required by law. The
refunded  Contract  Value will reflect the  deduction  of any contract  charges,
unless  otherwise  required  by  law.  State  and/or  federal  law  may  provide
additional return privileges.

Liability  of the  Variable  Account  under  this  provision  is  limited to the
Contract  Value in each  Subaccount on the date of  revocation.  Any  additional
amounts refunded to the Owner will be paid by the Company.

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    The value of a Contract exchanged pursuant
a Contract      to Section 1035 of the Code, if the Company
                approves the transaction prior to the
                exchange.
--------------- ---------------------------------------------
$600            For a Contract sold to employees of the
                Company and its subsidiaries, to employees
                of CUNA Mutual and its subsidiaries, and to
                registered representatives and other
                persons associated with CUNA Brokerage.
                This category includes both individual
                retirement accounts and non-individual
                retirement accounts.
--------------- ---------------------------------------------

Unless the minimum  purchase  amount is 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 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 Payout 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.

Allocation of Purchase Payments

The Company allocates  purchase payments to Subaccounts and/or the Fixed Account
Option as instructed by the Owner.  An allocation to a Subaccount must be for at
least 1% of a purchase payment and be in whole percentages. An allocation to the
Fixed Account Option must be for at least $1,000. A requested allocation of less
than $1,000 will be transferred to the money market fund.

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 to one or
more of the Subaccounts or to the Fixed Account Option within two Valuation Days
of receipt by the Company.  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.

Contract Value

The Contract Value is the sum of Variable  Contract Value,  Fixed Contract Value
and the Loan Account.

Determining  the  Variable  Contract  Value.  The  Variable  Contract  Value  is
determined  at the end of each  Valuation  Period and  reflects  the  investment
experience of the selected Subaccounts, after applicable charges. The value will
be  the  total  of the  values  attributable  to the  Contract  in  each  of the
Subaccounts  (i.e.  Subaccount  Value).  The Subaccount Values are determined by
multiplying  that  Subaccount's   Accumulation  Unit  value  by  the  number  of
Accumulation Units.

Determination  of  Number  of  Accumulation  Units.  Any  Net  Purchase  Payment
allocated to a  Subaccount  or Contract  Value  transferred  to a Subaccount  is
converted into Accumulation Units of that Subaccount. The number of Accumulation
Units is determined by dividing the dollar amount being allocated or transferred
to a Subaccount by the Accumulation  Unit value for that Subaccount.  The number
of  Accumulation   Units  is  increased  by  additional   purchase  payments  or
allocations.  The  number of  Accumulation  Units does not change as a result of
investment experience.

Any Contract  Value  transferred,  surrendered  or deducted from a Subaccount is
processed  by  canceling  or  liquidating  Accumulation  Units.  The  number  of
Accumulation  Units  canceled is  determined by dividing the dollar amount being
removed from a Subaccount by the Accumulation Unit value.

Determination  of Accumulation  Unit Value.  The  Accumulation  Unit value for a
Subaccount is calculated for each Valuation  Period by subtracting  (2) from (1)
and dividing the result by (3), where:

     (1)  Is:

          (a)  the net assets of 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.

     (2)  The  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.

The  value of an  Accumulation  Unit may  increase  or  decrease  as a result of
investment experience.

Transfer Privileges

General.  Before the  Payout  Date,  the Owner may make  transfers  between  the
Subaccounts and Fixed Amounts as described below.

o    Transfers  to the Fixed  Account must be at least  $1,000  (lesser  amounts
     received are allocated to the Money Market Subaccount).

o Transfers are not allowed to the DCA One Year Fixed  Period.  o Except for the
DCA One Year Fixed Period, transfers out of the Fixed

     Account  Option are only  permitted  during the  30-day  period  before the
     expiration of a Fixed Period.

o    Transfers  from the DCA One Year Fixed  Period may be made  throughout  its
     Fixed Period.

o    A minimum monthly  transfer to the designated  Subaccounts is required from
     each DCA Fixed  Amount.  If no  Subaccounts  are  designated,  the  minimum
     transfer  amount will be  transferred to the Money Market  Subaccount.  The
     minimum transfer amount is the monthly sum that will amortize the DCA Fixed
     Amount on its expiration date.

Amounts  transferred to a Subaccount  will receive the  Accumulation  Unit value
next determined after the transfer request is received.

Subject to the above,  there is  currently  no limit on the number of  transfers
that can be made among or between  Subaccounts  or to or from the Fixed  Account
Option.

Transfers may be made by written request or by telephone.

The Company will send a written  confirmation  of all transfers made pursuant to
telephone  instructions.  The Company will use reasonable  procedures to confirm
that  telephone  instructions  are genuine and will not be liable for  following
telephone instructions that are reasonably determined to be genuine.

The Company may modify or terminate the transfer  privileges at any time for any
reason.

Dollar-Cost  Averaging.  Dollar Cost Averaging is a long-term  transfer  program
that allows you to make  regular  (monthly,  quarterly,  semi-annual  or annual)
level   investments  over  time.  The  level   investments  will  purchase  more
Accumulation Units 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. If continued over an extended period of time,
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
guarantee a profit or protect against a loss.

Dollar Cost Averaging (DCA) Transfers.  An Owner may choose to systematically or
automatically transfer (on a monthly, quarterly,  semi-annual or annual basis) a
specified  dollar  amount  from  the  Money  Market  Subaccount  to one or  more
Subaccounts.  A minimum monthly amount must be  systematically  transferred from
the DCA One Year Fixed Period to one or more  Subaccounts.  The minimum  monthly
transfer  amount is the monthly sum that will  amortize  the DCA Fixed Amount on
its expiration date.

Portfolio  Rebalancing.  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  the
Subaccounts.  Owners  may  start  and stop  automatic  Variable  Contract  Value
rebalancing  at any time and may specify any  percentage  allocation of Contract
Value  between or among as many  Subaccounts  as are  available  at the time the
rebalancing is elected.  (If an Owner elects automatic  Variable  Contract Value
rebalancing without specifying such percentage  allocation(s),  the Company will
allocate  Variable  Contract  Value in  accordance  with the  Owner's  currently
effective  purchase payment allocation  schedule.  This is not applicable if the
purchase  payment  allocations  include an allocation to a fixed period.) If the
Owner does not specify a frequency for rebalancing, we will rebalance quarterly.

Other Types of Automatic  Transfers.  An Owner may also choose to systematically
or automatically transfer (on a monthly, quarterly, semi-annual or annual basis)
Variable Contract Value from one Subaccount to another. Such automatic transfers
may be: (1) a specified  dollar amount,  (2) a specified  number of Accumulation
Units,  (3) 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  DCA or  automatic  transfer  amount is the  equivalent  of $100 per
month.  If less than $100 remains in the Subaccount or DCA One Year Fixed Period
from which transfers are being made, the entire amount will be transferred.  The
amount transferred to a Subaccount must be at least 1% of the amount transferred
and must be stated  in whole  percentages.  Once  elected,  automatic  transfers
remain in effect until the earliest of: (1) the Variable  Contract  Value in the
Subaccount  or DCA One Year Fixed Period from which  transfers are being made is
depleted  to  zero;  (2) the  Owner  cancels  the  election;  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 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 stop the  automatic
transfer programs.

Surrenders (Redemption) and Partial Withdrawals

Surrender.  At any time  before the Payout  Date,  the Owner may  surrender  the
Contract and receive its Surrender  Value. The Surrender Value will be paid in a
lump sum unless the Owner requests payment under an Income Payment Option.

Partial  Withdrawals.  At any time  before  the Payout  Date,  an Owner may make
withdrawals  of the  Surrender  Value.  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 on the
Valuation Day the request is received. Any applicable market value adjustment or
surrender charge will be deducted from the remaining Contract Value.

The Owner may  specify  the  amount of the  partial  withdrawal  to be made from
Subaccounts  or the Fixed Periods.  If the Owner does not so specify,  or if the
amount in the  designated  Subaccounts  or Fixed Periods is not enough to comply
with the request,  the partial withdrawal will be made  proportionately from the
accounts.

A  contingent  deferred  sales  charge  may  apply  to  surrenders  and  partial
withdrawals.

Systematic  Withdrawals.   An  Owner  may  elect  to  receive  periodic  partial
withdrawals under the Company's systematic  withdrawal plan. Under the plan, the
Company will make partial withdrawals (on a monthly,  quarterly,  semi-annual or
annual basis) from designated  Subaccounts.  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: (1) a specified  dollar amount,  (2) a specified whole
number of Accumulation Units, (3) a specified whole percent of Variable Contract
Value in a  particular  Subaccount,  (4) in an amount  equal to the  excess of a
specified amount of Variable Contract Value in a particular Subaccount,  and (5)
in an amount equal to an Owner's required minimum distribution under the Code.

Participation  in the systematic  withdrawal plan will terminate on the earliest
of the following  events:  (1) the Variable  Contract Value in a Subaccount from
which partial  withdrawals  are being made becomes zero, (2) a termination  date
specified  by the  Owner is  reached,  (3) the  Owner  requests  that his or her
participation  in the plan cease, or (4) a surrender  charge would be applicable
to amounts being  withdrawn  (i.e.,  partial  withdrawals  under the  systematic
withdrawal plan may not include amounts subject to the surrender  charge).  With
regard to (4),  an Owner  may,  by  Written  Request,  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.

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.

There are federal income tax consequences to surrenders and partial withdrawals.
Owners should consult with their tax adviser.  The Company reserves the right to
stop 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 are subject to the terms
of the Contract,  the  retirement  program and the Code.  Loans are described in
more detail in the SAI.

Death Benefit Before the Payout Date

Death of an Owner. If any Owner dies before the Payout 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 Income 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 Payout  Date,  the
Company will pay the death benefit  described below to the Beneficiary  named by
the Owner in a lump  sum.  (Owners  and  Beneficiaries  also may name  successor
Beneficiaries.) If there is no surviving  Beneficiary,  the Company will pay the
death benefit to the Owner or the Owner's estate. In lieu of a lump sum payment,
the Beneficiary may elect,  within 60 days of the date the Company  receives due
proof of the Annuitant's  death, to apply the death benefit to an Income Payment
Option.

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 Income 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.

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

     (1)  aggregate  Net  Purchase  Payments  made  under  the  Contract  less a
          proportional  adjustment  for 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;
          or

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.  The death benefit will be reduced by any outstanding
Loan Amount and any applicable Premium Expense Charges not previously  deducted.
The contract also offers  additional  guaranteed death benefit choices as riders
to the  contract.  These  additional  choices  enhance the death benefit and are
available  at an  additional  charge.  Please  see the Riders  section  for more
details.

Proportional Adjustment for Partial Withdrawals

When calculating the death benefit amount,  as described above, an adjustment is
made to aggregate Net Purchase  Payments for partial  withdrawals taken from the
contract.  The proportional  adjustment for partial withdrawals is calculated by
dividing (1) by (2) and multiplying the result by (3) where:  (1) Is the partial
withdrawal  amount;  (2) Is the Contract Value  immediately prior to the partial
withdrawal; and (3) Is the sum of Net Purchase Payments immediately prior to the
partial withdrawal less any adjustment for prior partial withdrawals.

<PAGE>

MISCELLANEOUS MATTERS
================================================================================

Payments

Any surrender,  partial withdrawal,  Contract loan or death benefit usually will
be paid within seven days of receipt of a Written  Request,  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 Fixed Account  Option for up to six months from the date of
receipt of Written  Request 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; or

(5)  to combine the Variable Account with any of our other separate accounts; or

(6)  to  eliminate  or combine any  Subaccounts  and  transfer the assets of any
     Subaccount to any other Subaccount; or

(7)  to add new Subaccounts and make such Subaccounts  available to any class of
     contracts as we deem appropriate; or

(8)  to substitute a different Fund for any existing Fund, if shares or units of
     a Fund are no longer  available  for  investment  or if we  determine  that
     investment in a Fund is no longer appropriate; or

(9)  to deregister the Variable Account under the 1940 Act if such  registration
     is no longer required; or

(10) to operate the Variable  Account as a management  investment  company under
     the 1940 Act (including  managing the Variable  Account under the direction
     of a committee) or in any other form permitted by law; or

(11) to  restrict  or  eliminate  any voting  rights of Owners or other  persons
     having such rights as to the Variable Account; or

(12) to make any other changes to the Variable  Account or its operations as may
     be required by the 1940 Act or other applicable law or regulation.

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 Fixed 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>

INCOME PAYMENT OPTIONS
================================================================================

Payout Date and Proceeds

The Owner selects the Payout Date. For Non-Qualified  Contracts, the Payout Date
may not be after the later of the Contract Anniversary following the Annuitant's
85th  birthday  or 10  years  after  the  Contract  Issue  Date.  For  Qualified
Contracts,  the Payout 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 Payout Date subject to the following  limitations:  (1)
the Owner's Written Request must be received at the Home Office at least 30 days
before the current Payout Date, and (2) the requested Payout Date must be a date
that is at least 30 days after receipt of the Written Request.

On the Payout Date,  the Payout  Proceeds  will be applied under the life Income
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.  Unless the Owner  instructs the Company  otherwise,  amounts in the
Fixed Account  Option will be used to provide a fixed income  payment option and
amounts  in the  Variable  Account  will be used to  provide a  variable  Income
Payment Option.

The Payout Proceeds equal the Contract Value:

     (1)  plus or minus any applicable market value adjustment;

     (2)  minus any  applicable  surrender  charge if Income Payment Option 1 or
          Option 2 variable Income Payments are selected;

     (3)  minus  the  pro-rated  portion  of the  annual  Contract  fee or rider
          charges (unless the Payout Date falls on the Contract Anniversary);

     (4)  minus any applicable Loan Amount; and

     (5)  minus any applicable Premium Expense Charges not yet deducted.

Election of Income Payment Options

On the Payout Date, the Payout  Proceeds will be applied under an Income Payment
Option,  unless the Owner elects to receive the Surrender Value in a single sum.
If an election of an Income  Payment Option is not on file at the Home Office on
the  Payout  Date,  the  proceeds  will be paid as a life  income  annuity  with
payments  for ten years  guaranteed.  An Income  Payment  Option may be elected,
revoked,  or changed by the Owner at any time  before the Payout  Date while the
Annuitant is living. The election of an option and any revocation or change must
be made by  Written  Request.  The Owner may elect to apply any  portion  of the
Payout  Proceeds to provide  either  variable  Income  Payments or fixed  Income
Payments or a combination of both.

The  Company  reserves  the right to refuse the  election  of an Income  Payment
Option  other than paying the Payout  Proceeds in a lump sum if the total amount
applied to an Income  Payment  Option would be less than $2,500,  or each Income
Payment would be less than $20.00.

Fixed Income Payments

Fixed Income  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 Income Payment Option
chosen,  the age of the Annuitant,  the gender of the Annuitant (if applicable),
the amount  applied to purchase the Income  Payments and the  applicable  income
purchase  rates in the Contract.  The income  purchase rates in the Contract are
based on a minimum  guaranteed  interest  rate of 3.5%.  The Company may, in its
sole  discretion,  make Income  Payments in an amount based on a higher interest
rate.

Variable Income Payments

The dollar amount of the first variable Income Payment is determined in the same
manner as that of a fixed Income  Payment.  Variable  Income  Payments after the
first  payment are similar to fixed  Income  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  Income  Payments  through the use of Income  Units.  The
amount of the first variable  Income Payment  associated with each Subaccount is
applied to purchase  Income Units at the Income Unit value for the Subaccount as
of the Payout Date. The number of Income Units of each  Subaccount  attributable
to a Contract  then remains  fixed unless an exchange of Income Units is made as
described  below.  Each Subaccount has a separate Income Unit value that changes
with each Valuation Period in  substantially  the same manner as do Accumulation
Units of the Subaccount.

The dollar value of each variable Income Payment after the first is equal to the
sum of the amounts  determined by multiplying  the number of Income Units by the
Income  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 Income Payment 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 Payout Date, a Payee may change the selected  Subaccount(s) by Written
Request  up to four  times  per  Contract  Year.  Such a change  will be made by
exchanging  Income Units of one Subaccount  for another on an equivalent  dollar
value basis. See the Statement of Additional  Information for examples of Income
Unit value calculations and variable Income Payment calculations.



Surrenders  and partial  withdrawals  may be made after the Payout Date,  when a
Variable Income Payment is chosed for a fixed period of time.



Description of Income Payment Options

Option 1 - Interest  Option.  (Fixed Income 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 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 - Installment Option. The proceeds are paid out in 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.

If variable  Income  Payments are elected under Option 2, the Payee may elect to
receive the commuted value of any remaining payments in a lump sum. The commuted
value of the payments will be calculated as described in the contract.

Option 3A - Life Income  Guaranteed  Period  Certain.  The  proceeds are paid in
monthly  installments  during  the  Payee's  lifetime  with the  guarantee  that
payments will be made for a period of five,  ten,  fifteen,  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.  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 Payee
dies after the first  payment,  two  payments if the Payee 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
original  joint Payees  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 minimum amount of each fixed payment and
the initial payment amount for variable income payout options 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  Payout
Proceeds 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.

Death Benefit After the Payout Date

If an Owner dies after the Payout Date,  any  surviving  Owner  becomes the sole
Owner.  If there is no surviving  Owner,  the Payee  receiving  Income  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 Payout
Date will have the effect stated in the Income Payment Option  pursuant to which
Income Payments are being made.

<PAGE>

CHARGES AND DEDUCTIONS
================================================================================

Mortality and Expense Risk Charges

The Company  deducts a  mortality  and  expense  risk  charge from the  Variable
Account.  The charges are computed on a daily basis,  and are equal to an annual
rate of 1.15% of the average daily net assets of the Variable Account.

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 Income Payments  received.  The mortality
risk that the Company  assumes also  includes a guarantee to pay a death benefit
if the Annuitant  dies before the Payout 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   expenses  incurred  in  the  administration  of  the  Contracts  and
distribution expenses related to the Contracts.

Fund Expenses

Because the Variable  Account  purchases  shares of the Funds, the net assets of
the  Variable  Account  will reflect the  investment  management  fees and other
operating expenses incurred by such Funds.

Surrender Charge (Contingent Deferred Sales Charge)

Charge for Partial  Withdrawal or Surrender.  No sales charge  deduction is made
from purchase  payments when amounts are deposited into the contracts.  However,
if any amount is withdrawn or  surrendered  within seven years of being received
by the Company, the Company will deduct a surrender charge. The surrender charge
is calculated by multiplying the applicable  charge  percentage (as shown below)
by the amount of purchase payments surrendered. There is no surrender charge for
withdrawal  of Contract  Value in excess of aggregate  purchase  payments  (less
withdrawals  of such  payments).  The surrender  charge is calculated  using the
assumption  that all  Contract  Value in excess of aggregate  purchase  payments
(less withdrawals of such 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            Date of Surrender
Payment and Charge                  of Purchase

 as Percentage                      Payment

-----------------------------------------------------
             0                            7%
             1                            6%
             2                            5%
             3                            4%
             4                            3%
             5                            2%
             6                            1%
             7 +                          0%

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.

Annual Contract Fee

On each  Contract  Anniversary  before the Payout Date,  the Company  deducts an
annual  Contract  fee of $30 to pay  for  administrative  expenses.  The  fee is
deducted  from each  Subaccount  and from the Fixed  Account  Option  based on a
proportional basis. 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  application to an Income Payout  Option.  After the Payout
Date, the annual  Contract fee is deducted from variable  Income  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  Payout  Date when a  Contract  with a  Contract  Value of
$25,000 or more has been applied to a payout option.

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 additional  transfer during a
Contract Year.  The transfer  charge is not applicable to transfers from the DCA
Fixed Period. Each written request is considered to be one transfer,  regardless
of the number of  Subaccounts  or Fixed Amounts  affected by the  transfer.  The
transfer fee is deducted  from the account from which the transfer is made. If a
transfer is made from more than one account at the same time,  the  transfer fee
is deducted  pro-rata from the account.  Automatic  transfers,  including Dollar
Cost Averaging, do not count against the twelve free transfers.



Lost Contract Request

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

Premium Taxes

Various  states and other  governmental  entities  levy a premium tax on annuity
contracts issued by insurance companies.  Premium tax rates currently range from
0% to 3.5%. This range is subject to change.  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 Payout Proceeds upon  application to an income 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.

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 Income
Payments, as appropriate.

<PAGE>

RIDERS AND ENDORSEMENTS
================================================================================

Maximum Anniversary Value Death Benefit

This rider  provides a minimum death  benefit  equal to the maximum  anniversary
value less any loan amounts and Premium Expense Charge not previously  deducted.
On the issue  date,  the maximum  anniversary  value is equal to the initial Net
Purchase  Payment.  After the issue date, the maximum  anniversary value will be
calculated on three different dates:

(1)      the date an additional purchase payment is received by the company,
(2)      the date of payment of a partial withdrawal, and
(3)      on each Contract Anniversary.

When a purchase payment is received,  the maximum  anniversary value is equal to
the most recently  calculated  maximum  anniversary  value plus the Net Purchase
Payment.  When a partial  withdrawal is paid, the maximum  anniversary  value is
equal  to the  most  recently  calculated  maximum  anniversary  value  less  an
adjustment  for  the  partial  withdrawal.   The  adjustment  for  each  partial
withdrawal is (1) divided by (2) with the result multiplied by (3) where:

(1)  is the partial withdrawal amount;
(2) is the Contract Value immediately prior to the partial  withdrawal;  and (3)
is the most recently calculated maximum anniversary value less any

     adjustments for prior partial withdrawals.

This rider is available for  Annuitant's  age 75 or less on the issue date. This
rider may not be available in all states.

5% Annual Guarantee Death Benefit

This rider  provides a minimum death  benefit  equal to the 5% annual  guarantee
death benefit less any loan amounts and Premium  Expense  Charge not  previously
deducted.

On the Issue  Date the 5% annual  guarantee  value is equal to the  initial  Net
Purchase  Payment.  Thereafter,  the 5% annual  guarantee value on each Contract
Anniversary is the lessor of:

(1)  the sum of all Net  Purchase  Payments  received  minus an  adjustment  for
     partial withdrawals plus interest compounded at a 5% annual effective rate;
     or

(2)  200% of all Net Purchase Payments received.

The adjustment  for each partial  withdrawal is equal to (1) divided by (2) with
the result multiplied by (3) where: (1) is the partial withdrawal amount; (2) is
the Contract Value immediately prior to the withdrawal; and (3) is the 5% annual
guarantee  death  benefit   immediately  prior  to  the  withdrawal,   less  any
adjustments for earlier withdrawals.

This rider is available for  Annuitant's  age 75 or less on the issue date. This
rider may not be available in all states.

Enhanced Death Benefit Rider Charges

Each death benefit rider will carry an annual charge of 0.15% of Contract Value.
This charge will be assessed on the each Contract  Anniversary . The charge will
be based on the average  Contract  Value for the previous 12 months.  The charge
will be deducted from the  Subaccounts  and Fixed Amounts on a pro-rata basis. A
pro-rata portion of this charge will be deducted upon contract  surrender if the
contract is surrendered on a date other than the Contract Anniversary.

Waiver of Surrender Charge

In most states,  the Contract provides that, upon Written Request from the Owner
before the Payout Date,  the surrender  charge and any  applicable  market value
adjustment  will  be  waived  on any  partial  withdrawal  or  surrender  if the
Annuitant is:

(1)  confined  to a nursing  home or hospital  after the  contract is issued (as
     described in the Contract); or
(2)  becomes  terminally  ill after the contract is issued (as  described in the
     Contract); or

(3)  becomes  unemployed  at least one year after the  contract  is issued,  has
     received unemployment compensation for at least 30 days and is receiving it
     at the time of the  withdrawal or surrender (as described in the Contract);
     or

(4)  The Annuitant's  primary  residence is located in an are that is declared a
     presidential  disaster  area and  $50,000  of  damage is  sustained  to the
     residence  as a result of the disaster and after the contract is issued (as
     described in the Contract).

This waiver is not available in some states, and, therefore, is not described in
Contracts issued in those states. The terms under which the surrender charge and
any applicable  market value  adjustment  will be waived may vary in some states
and are described in contracts issued in those states.

Executive Benefits Plan Endorsement

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 on the  contract  subject to certain
conditions.  There is no charge for this benefit.  However, if you exercise this
benefit  during the first two Contract  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.

ADVERTISING AND SUBACCOUNT PERFORMANCE SUMMARY
================================================================================

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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  Income
Payments,  and on the  economic  benefit to the  Owner,  the  Annuitant,  or the
Beneficiary  depends on the type of retirement  plan, on the tax and  employment
status  of the  individual  concerned,  and  on the  Company's  tax  status.  In
addition,  certain  requirements  must be  satisfied  in  purchasing a Qualified
Contract  with proceeds from a  tax-qualified  plan and receiving  distributions
from  a  Qualified  Contract  in  order  to  continue  receiving  favorable  tax
treatment.  Therefore,  purchasers of Qualified  Contracts should seek competent
legal  and  tax  advice  regarding  the  suitability  of a  Contract  for  their
situation, the applicable requirements,  and the tax treatment of the rights and
benefits  of  a  Contract.  The  following  discussion  assumes  that  Qualified
Contracts are purchased with proceeds from and/or contributions under retirement
plans that qualify for the intended special federal income tax treatment.

Tax Status of the Contract

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

Owner Control.  In certain  circumstances,  Owners of variable annuity contracts
may be considered the Owners, for federal income tax purposes,  of the assets of
the separate  account used to support their contracts.  In those  circumstances,
income and gains from the separate  account  assets would be  includable  in the
variable annuity Owner's gross income.  The IRS has stated in published  rulings
that a variable Owner will be considered the Owner of separate account assets if
the 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 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 Owners 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 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
Payout 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 Payout 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 Income
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 Owner who is not a natural  person  generally must include in income
any increase in the excess of the  Contract  Value over the  "investment  in the
contract" during the taxable year. There are some exceptions to this rule, and a
prospective  Owner that is not a natural person may wish to discuss these with a
competent tax adviser.

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

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

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

Income  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 Income 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 Income  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 Income  Payments for the
term of the payments;  however,  the remainder of each Income Payment is taxable
until the recovery of the  investment in the contract,  and  thereafter the full
amount of each Income  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
Income Payments.

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

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

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

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

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

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

     (6)  made  under  an  annuity  contract  that is  purchased  with a  single
          purchase  payment  when the  Payout  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  Income  Payment
          period.

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

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

Transfers, Assignments or Exchanges of a Contract

A transfer of ownership of a Contract, the designation of an Annuitant, Payee or
other  Beneficiary  who is not also the Owner,  the selection of certain  Payout
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,  an 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.  Owners,  the
Annuitants, and Beneficiaries are cautioned that the rights of any person to any
benefits under these qualified  retirement plans may be subject to the terms and
conditions of the plans  themselves,  regardless of the terms and  conditions of
the Contract,  but the Company shall not be bound by the terms and conditions of
such plans to the extent such terms contradict the Contract,  unless the Company
consents.   Some  retirement   plans  are  subject  to  distribution  and  other
requirements   that   are  not   incorporated   into  the   Company's   Contract
administration  procedures.  Brief  descriptions  follow of the various types of
qualified retirement plans in connection with a Contract. The Company will amend
the Contract as necessary to conform it to the requirements of such plans.

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

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

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

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

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

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

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

Certain  Deferred  Compensation  Plans.  Code  Section 457  provides for certain
deferred  compensation plans. These plans may be offered with respect to service
for state governments,  local  governments,  political  subdivisions,  agencies,
instrumentalities  and  certain  affiliates  of such  entities,  and  tax-exempt
organizations.  These plans are subject to various restrictions on contributions
and  distributions.  The plans may permit  participants  to specify  the form of
investment for their deferred  compensation account. In general, all investments
are owned by the sponsoring

employer and are subject to the claims of the general creditors of the employer.
Depending on the terms of the  particular  plan, the employer may be entitled to
draw on  deferred  amounts  for  purposes  unrelated  to its  Section  457  plan
obligations.  In general,  all amounts  distributed under a Section 457 plan are
taxable and are subject to federal income tax withholding as wages.

Possible Charge for the Company's Taxes

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

Other Tax Consequences

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

<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.

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,  1998,and  1997,  and  accompanying  notes,  are
included in the Statement of Additional Information.

The statutory basis statements of admitted assets, liabilities,  and surplus for
the  Company as of  December  31,  1999,  and  1998,and  1997,  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  Auditors'  Report are  contained  in the  Statement  of  Additional
Information.

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
================================================================================

                                TABLE OF CONTENTS

ADDITIONAL CONTRACT PROVISIONS.............................................1
         The Contract......................................................1
         Incontestability..................................................1
         Misstatement of Age or Gender.....................................1
         Participation.....................................................1
         Contract Loans....................................................1
         Loan Amounts......................................................1
         Loan Processing...................................................1
         Loan Interest.....................................................2

PRINCIPAL UNDERWRITER......................................................2

CALCULATION OF YIELDS AND TOTAL RETURNS....................................2
         Money Market Subaccount Yields....................................2
         Other Subaccount Yields...........................................4
         Average Annual Total Returns......................................5
         Other Total Returns...............................................6
         Effect of the Annual Contract Fee on Performance Data.............8

VARIABLE ANNUITY PAYMENTS..................................................8
         Assumed Investment Rate...........................................8
         Amount of Variable Annuity Payments...............................8
         Annuity Unit Value................................................9

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

EXPERTS...................................................................10

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

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

CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT.................................12
CUNA MUTUAL LIFE INSURANCE COMPANY........................................26

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>

                           MEMBERS VARIABLE ANNUITY II

                       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

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.



                                October 25, 2000



<PAGE>

                                TABLE OF CONTENTS

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

         The Contract........................................................1
         Incontestability....................................................1
         Misstatement of Age or Gender.......................................1
         Participation.......................................................1
         Contract Loans......................................................1
         Loan Amounts........................................................1
         Loan Processing.....................................................1
         Loan Interest.......................................................2

PRINCIPAL UNDERWRITER........................................................2


CALCULATION OF YIELDS AND TOTAL RETURNS......................................2

         Money Market Subaccount Yields......................................2
         Other Subaccount Yields.............................................4
         Average Annual Total Returns........................................5
         Other Total Returns.................................................6
         Effect of the Annual Contract Fee on Performance Data...............8

VARIABLE INCOME PAYMENTS.....................................................8
         Assumed Investment Rate.............................................8
         Amount of Variable Income Payments..................................8
         Income Unit Value...................................................9

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

EXPERTS.....................................................................10

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

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

CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT...................................12
CUNA MUTUAL LIFE INSURANCE COMPANY..........................................26


<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 Gender

If the age or gender (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 income payment.

Contract Loans

Loan Amounts

Generally,  Owners may borrow up to 90% of the Surrender Value of their Contract
unless a lower minimum is required by law. Loans in excess of the maximum amount
permitted under the Code may be treated as a taxable  distribution rather than a
loan.  The  Company  will only make  Contract  loans  after  approving a written
request by the Owner. The written consent of all irrevocable  beneficiaries must
be obtained before a loan will be given.

Loan Processing

When a loan is made,  the  Company  transfers  an  amount  equal  to the  amount
borrowed from the Variable  Contract  Value or Fixed  Contract 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 Fixed  Account  Option.  The Owner must indicate in the loan
application from which Subaccount or Fixed Account Option,  and in what amounts,
Contract Value is to be transferred to the Loan Account.  If no instructions are
given by the Owner,  the  transfer(s)  are made  pro-rata  from all  Subaccounts
having Variable  Contract Value and from all Fixed Amounts.  Loans may be repaid
by the Owner at any time  before  the Payout  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 Fixed Period(s) as requested by the Owner.
Any  transfer to a Fixed Period must be at least  $1,000.  A request to transfer
less will be transferred to the Money Market Subaccount. Loan repayments are not
allowed to the DCA One Year Fixed  Period.  Amounts  transferred  from the Fixed
Amount to the Loan Account may be subject to a market value adjustment.

Loan Interest

The Company charges 6.5% interest on Contract  loans.  The Company pays interest
on the Contract  Value in the Loan Account at rates it  determines  from time to
time,  but never  less than  3.0%.  Consequently,  the net cost of a loan is the
difference  between  6.5% and the rate being paid 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  Fixed  Account  (as
described  above  for the  loan  itself)  to the  Loan  Account.  This  transfer
increases the Loan Amount.

Specific loan terms are disclosed at the time of loan application or issuance.

Any Loan Amount outstanding upon the death of the Owner or Annuitant is deducted
from any death benefit paid.

                              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.

                     CALCULATION OF YIELDS AND TOTAL RETURNS

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

Money Market Subaccount Yields

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

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

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

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

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

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

Where:

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

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

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

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

Where:

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

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

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

Because of the charges and deductions imposed under the Contract,  the yield for
the Money Market Subaccount is lower than the yield for the Money Market Fund.

The current and effective yields on amounts held in the Money Market  Subaccount
normally  fluctuate on a daily basis.  Therefore,  the  disclosed  yield for any
given past period is not an  indication  or  representation  of future yields or
rates of return.  The Money  Market  Subaccount's  actual  yield is  affected by
changes in interest rates on money market securities, average portfolio maturity
of the Money Market Fund, the types and quality of portfolio  securities held by
the Money Market Fund and the Money Market Fund's operating expenses.  Yields on
amounts held in the Money Market  Subaccount  may also be presented  for periods
other than a seven-day period.

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

Other Subaccount Yields

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

The yield is computed by:

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

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

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

     4)   multiplying that result by 2.

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

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

Where:

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

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

     U    = the average number of units outstanding.

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

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

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

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

Average Annual Total Returns

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

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

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

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

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

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

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

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

     N    = the number of years in the period.



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 Emerging  Growth,  High Income,
International  Stock  and  Global  Securities  Funds  commenced   operations  on
October 31, 2000.



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                                3.07%          3.01%              3.20%           4.01%
Bond                                       -7.07%          4.55%              5.08%           6.33%
Balanced                                    6.49%         13.46%              9.84%          10.51%
Growth and Income Stock                     9.88%         22.01%             14.51%          14.30%
Capital Appreciation Stock                 17.05%         23.82%              N/A            20.47%
Mid-Cap Stock                               N/A            N/A                N/A             N/A
Emerging Growth                             N/A            N/A                N/A             N/A
High Income                                 N/A            N/A                N/A             N/A
International Stock                         N/A            N/A                N/A             N/A
Global Securities                           N/A            N/A                N/A             N/A
</TABLE>


Other Total Returns

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

<PAGE>

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


<TABLE>
<CAPTION>

                                           Period Since Inception
Subaccount                                  10/31/00 to 12/31/00
<S>                                                <C>
Money Market                                        N/A
Bond                                                N/A
Balanced                                            N/A
Bond                                                N/A
Balanced                                            N/A
Growth and Income Stock                             N/A
Capital Appreciation Stock                          N/A
Mid-Cap Stock                                       N/A
Emerging Growth                                     N/A
High Income                                         N/A
International Stock                                 N/A
Global Securities                                   N/A
</TABLE>


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

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


<TABLE>
<CAPTION>

                                   For the           For the           For the          For the period
                                   1-year            5-year            10-Year          from date
                                   period            period            period           of inception
                                   ended             ended             ended            of fund to
Subaccount                         12/31/99          12/31/99          12/31/99         12/31/99
----------                         --------          --------          --------         --------
<S>                                <C>               <C>               <C>              <C>
Money Market                         3.23%             3.49%             3.20%            4.01%
Bond                                -0.76%             5.00%             5.08%            6.33%
Balanced                            12.79%            13.79%             9.84%           10.51%
Growth and Income Stock             16.18%            22.25%            14.51%           14.30%
Capital Appreciation Stock          23.35%            24.05%             N/A             20.47%
Mid-Cap Stock                        N/A               N/A               N/A              N/A
Emerging Growth                      N/A               N/A               N/A              N/A
High Income                          N/A               N/A               N/A              N/A
International Stock                  N/A               N/A               N/A              N/A
Global Securities                    N/A               N/A               N/A              N/A
</TABLE>


<PAGE>

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

     CTR  = (ERV/P) - 1

Where:

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

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

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

Effect of the Annual Contract Fee on Performance Data

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

                            VARIABLE INCOME PAYMENTS

Assumed Investment Rate

The discussion  concerning the amount of variable  income 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 Income Payments

The amount of the first  variable  income  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  income payment as of the Annuity Date,
the income payment option selected,  and the age and sex (if, applicable) of the
Annuitant.  The Contracts  contain  tables  indicating  the dollar amount of the
first income payment under each income payment option for each $1,000 applied at
various ages. These tables are based upon the Annuity 2000 Table (promulgated by
the Society of Actuaries) and an assumed investment rate of 3.5% per year.

The  portion  of the  first  monthly  variable  income  payment  derived  from a
Subaccount is divided by the Income 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
Income Units for Income Units of another Subaccount.

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

The Income 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  income  payments,  less an adjustment to neutralize the
3.5% assumed investment rate referred to above. Therefore,  the dollar amount of
income  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  income  payments,  if that  Subaccount has a cumulative net investment
return of 5% over a one year period,  the first income  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 income  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 Income Payments" in the Prospectus.)

Income Unit Value

The value of an Income 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 Income Unit value for each Subaccount's  first Valuation Period
was set at $100.  The Income 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  Income  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
          income payment.

The following illustrations show, by use of hypothetical examples, the method of
determining  the Income  unit value and the  amount of several  variable  income
payments based on one Subaccount.

<TABLE>
<CAPTION>

Illustration of Calculation of Income 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.  Income Unit value for immediately preceding Valuation Period                    103.41
4.  Factor to compensate for the assumed investment rate of 3.5%                      0.99990575
5.  Income Unit value of current Valuation Period ((1) / (2)) x (3) x (4)           103.48

Illustration of Variable Income 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 income payment per $1,000 of adjusted Contract Value              $5.63
5.   First monthly income payment (3)x(4) , 1,000                                  $101.34
6.   Income Unit value                                                              $98.00
7.   Number of Income Units (5) , (6)                                                 1.034
8.   Assume Income Unit value for second month equal to                             $99.70
9.   Second monthly income payment (7)x(8)                                         $103.09
10.  Assume Income Uunit value for third month equal to                              $95.30
11.  Third monthly income payment (7)x(10)                                          $98.54
</TABLE>

                                  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 Kevin S. Thompson, Associate 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 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, 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  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.

<PAGE>

                                OTHER INFORMATION

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

                              FINANCIAL STATEMENTS

The audited  financial  statements  of the  Variable  Account as of December 31,
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>

                    CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT

          Report on Audits of Financial Statements - December 31, 1999
<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     12,088,415       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     18,544,722       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
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
<PAGE>

KPMG Report

<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 Form  N-4  registration  statement  (File  No.
          33-73738) filed with the Commission on April 16, 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 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  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 Form
          N-4 initial registration statement (File No. 333-40304) filed with the
          Commission on June 28, 2000.

     (b)  State Variations to Contract Form No. 2000-VAII.

     (c)  TSA  Endorsement,   Form  No.  1659  (VANN).  Incorporated  herein  by
          reference   to   post-effective   amendment   number  7  to  Form  N-4
          registration  statement (File No.  33-73738) filed with the Commission
          on April 17, 1998.

     (d)  IRA Endorsement, Form No. 3762 (VANN) 2000.

     (e)  Roth IRA  Endorsement,  Form No.  99-VAROTH.  Incorporated  herein  by
          reference   to   post-effective   amendment   number  9  to  Form  N-4
          registration  statement (File NO.  33-73738) filed with the Commission
          on April 22, 1999.

     (f)  Executive  Benefit Plan  Endorsement,  Form No.  98-EBP.  Incorporated
          herein by reference to  post-effective  amendment number 8 to Form N-4
          registration  statement (File No.  33-73738) filed with the Commission
          on February 24, 1999.

     (g)  5% Guarantee Death Benefit Rider.  Incorporated herein by reference to
          Form N-4 initial  registration  statement (File No.  333-40304)  filed
          with the Commission on June 28, 2000.

     (h)  7 Year Anniversary Value Death Benefit Rider.  Incorporated  herein by
          reference  to  Form  N-4  initial  registration  statement  (File  No.
          333-40304) filed with the Commission on June 28, 2000.

     (i)  Maximum Anniversary Value Death Benefit Rider.  Incorporated herein by
          reference  to  Form  N-4  initial  registration  statement  (File  No.
          333-40304) filed with the Commission on June 28, 2000.

     (j)  Waiver  of  Surrender  Charge  Endorsement.   Incorporated  herein  by
          reference  to  Form  N-4  initial  registration  statement  (File  No.
          333-40304) filed with the Commission on June 28, 2000.

     5.(a) Variable Annuity Application.

     (b)  State Variations to Application Form No. 2000-VAIIAPP.

     6.(a)Certificate  of  Existence  of the  Company.  Incorporated  herein  by
          reference   to   post-effective   amendment   number  5  to  Form  N-4
          registration  statement (File No.  33-73738) filed with the Commission
          on April 16, 1996.

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

7.   Not Applicable.

8.   Not Applicable.

9.   Opinion of Counsel from Kevin S. Thompson.

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 Form N-4  registration  statement
     (File No. 33-73738) filed with the Commission on February 24, 1999.

14.  Not applicable.

Power of Attorney.


<PAGE>


Item 25.  Directors and Officers of the Company

Name                      Position/Office

Directors

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

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

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 September 22, 2000

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

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

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

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

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

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

                  (1)     Credit Union Mutual Insurance Society New Zealand Ltd.
                          Business: Fidelity Bond Coverage
                          November l, 1990*
                          State of domicile: Wisconsin

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

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

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

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

         f.       CUNA Mutual Mortgage Corporation
                  Business: Mortgage Servicing
                  November 20, 1978* Incorporated
                  December 1, 1995 Wholly Owned
                  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

         i.       CMG Mortgage Assurance Company
                  Business: Private Mortgage Insurance
                  April 14, 1994
                  State of domicile: California

         j.       CUNA Mutual Business Services, Inc.
                  Business: Financial Services
                  Incorporated April 22, 1974
                  Wholly owned March 6, 2000
                  State of domicile: Wisconsin

         k.       League Insurance Agency
                  Business: Insurance Agency
                  September 1, 2000
                  State of domicile: Wisconsin

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

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

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

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

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

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

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

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

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

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

4.       CUNA Mutual Australia Holding Co. Pty. Ltd.
         Business: Holding Company
         September 17, 1999*
         Country of domicile: Australia

         CUNA  Mutual  Australia  Holding  Co.  Pty.  Ltd is the  owner  of the
         following subsidiary:

         (1)      CUNA Mutual Life Australia, Ltd.
                  Business: Life insurance
                  October 15, 1999
                  Australia

5.       CUNA Mutual Group, Limited
         Business: Brokerage
         May 27, 1998
         Country of domicile: U.K.

* 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.       The CUMIS Group Limited
         63.3% ownership by CUNA Mutual Insurance Society (as of 12-31 -96)

4.       MEMBERS Capital Advisors, Inc. (f/k/a CIMCO Inc. (CIMCO))
         50% ownership by CUNA Mutual Investment Corporation
         50% ownership by CUNA Mutual Life Insurance Company
         January 1, 1992

5.       CUNA Mutual Insurance Agency of Ohio, Inc.
         1% of value owned by Boris Natyshak (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

6.       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

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

8.       Cooperators Life Assurance Society Limited (Jamaica)
         CUNA Mutual Insurance Society owns 122,500 shares
         Jamaica Co-op Credit Union League owns 127,500 shares
         May 10, 1990

9.       CU Interchange Group, Inc.
         Owned by CUNA  Strategic  Services,  Inc.  and  various  state  league
         organizations
         December 15, 1993 - CUNA Mutual Investment  Corporation  purchased 100
         shares stock

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

11.      Credit Union Service Corporation
         Owned by Credit Union National  Association,  Inc. and 18 state league
         organizations
         March  29,  1996  -  CUNA  Mutual  Investment   Corporation  purchased
         1,300,000 shares of stock

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

13.      CUNA Strategic Services, Inc.
         CUNA Mutual Insurance Society owns 200.71 shares
         December 31, 1999

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

3.       MEMBERS Development Company LLC
         49 % CUNA Mutual Investment Corporation
         51% Credit Unions & CUSOs
         September 24, 1999

4.       The Center for Credit  Union  Innovation  LLC
         33.3%  ownership  by CUNA Mutual  Insurance  Society
         33.3% ownership by CUNA & Affiliates
         33.3%  ownership  by  American  Association  of Credit  Union  Leagues
         January 5, 2000

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 September 22, 2000

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.       MEMBERS Capital Advisors, Inc. (f/k/a CIMCO Inc. (CIMCO))
         An Iowa Business Act Corporation
         50% ownership by CUNA Mutual Life Insurance Company
         50% ownership by CUNA Mutual Investment Corporation
         July 16, 1982

         MEMBERS  Capital  Advisors,  Inc.  (f/k/a  CIMCO Inc.  (CIMCO)) 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
         March 9, 1995

3.       CMIA Wisconsin Inc.
         A Wisconsin Business Act Corporation
         100% ownership by CUNA Mutual Life Insurance Company
         May 29, 1998


<PAGE>


Item 27.  Number of Contractowners

         As of  October 1, 2000,  there  were 0 (zero)  non-qualified  contracts
         outstanding and 0 (zero) 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.
<TABLE>
<CAPTION>

<S>                                 <C>                                <C>
Name and Principal                  Positions and Offices              Positions and Offices
Business Address                    With the Underwriter               With Registrant

Joseph L. Bauer*                    Assistant Treasurer                Finance Reporting Operations Manager

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

Donna C. Blankenheim*               Assistant Secretary                Vice President, Corporate Secretary

Timothy L. Carlson**                Assistant Treasurer                None

Jan C. Doyle*                       Assistant Secretary                Corporate Services Manager

Mark Eisenmann*                     Assistant Compliance               Assistant Director - Insurance & Officer
                                    Securities Market

David S. Emery*                     Vice President                     Division Vice President Credit Union Services
9500 Cleveland Ave. #210
Rancho Cucamonga, CA 91730

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

James E. Gowan*                     Director                           Vice President Relationship Management Sales

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 & Treasurer              Forecasting & Planning Vice President, Finance

Daniel J. LaRocque*                 Vice President                     Vice President & Deputy General Counsel

Marcia L. Martin**                  Director & Assistant Vice          Assistant Vice President
                                    President                          Broker/Dealer Ops

Campbell D. McHugh*                 Compliance Officer                 Assistant Vice President, Associate General Counsel

Daniel E. Meylink, Sr.*             Director                           Chief Officer - Members Services

Andrew C. Osen*                     Associate Compliance               Assistant Counsel
                                    Officer

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

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

Barbara L. Secor**                  Assistant Secretary                None

Helen W. Wagabaza*                  Assistant Secretary                Recording Secretary/Technical Writer

John W. Wiley*                      Associate Compliance Officer       Assistant Director, Insurance Market Conduct
</TABLE>

*    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 MEMBERS Capital  Advisors,  Inc. (f/k/a CIMCO Inc.  (CIMCO)) 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,  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 1st day
of October, 2000.

                         CUNA Mutual Life Variable Annuity Account (Registrant)
                         By CUNA Mutual Life Insurance Company

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

Pursuant to the requirements of the Securities Act of 1933, the registrant, CUNA
Mutual  Life  Variable  Annuity  Account,  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 1st day
of October, 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>
<S>                                                 <C>                <C>                                              <C>
SIGNATURE AND TITLE                                 DATE               SIGNATURE AND TITLE                              DATE

/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/James L. Bryan                                       *              /s/C. Alan Peppers                                 *
--------------------------------------                                 --------------------------------------
James L. Bryan, Director                                               C. Alan Peppers, Director


/s/Loretta M. Burd                                      *              /s/Omer K. Reed                                    *
--------------------------------------                                 --------------------------------------
Loretta M. Burd, Director                                              Omer K. Reed, Director


/s/Ralph B. Canterbury                                  *              /s/Neil A. Springer                                *
--------------------------------------                                 --------------------------------------
Ralph B. Canterbury, Director                                          Neil A. Springer, Director


/s/Rudolf J. Hanley                                     *               /s/Kevin S. Thompson                            10/01/00
--------------------------------------                                 --------------------------------------
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                               10/01/00           /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                                          10/01/00
Michael G. Joneson
Vice President - Accounting & Financial Systems

/s/Jeffrey D. Holley                                           10/01/00
Jeffrey D. Holley
Chief Financial Officer

/s/Michael B. Kitchen                                          10/01/00
Michael B. Kitchen
President and Chief Executive Officer


<PAGE>


                                  EXHIBIT INDEX

(a)      Financial Statements

         All required financial statements are included in Part B.

(b)      Exhibits

         4.       (b)     State Variations to Contract Form No. 2000-VAII.

                  (d)     IRA Endorsement. (Form No. 3762(VANN)2000).

         5.       (a)     Variable Annuity Application.

                  (b)     State Variations to Application Form NO. 2000-VAIIAPP.

         9.       Opinion of Counsel from Kevin S. Thompson.

        10.       a.       PricewaterhouseCoopers LLP Consent
                  b.       KPMB LLP Consent

Powers of Attorney


<PAGE>


                                  EXHIBIT 4.(b)

                 State Variations to Contract Form No. 2000-VAII
          Flexible Premium Deferred Variable and Fixed Annuity Contract
                                State Variations

Contract  Form No.  2000-VAII  attached  as  Exhibit  is a copy of the  Contract
language used in the following states:

Arkansas                                      Mississippi
Colorado                                      Nevada
Delaware                                      New Mexico
Iowa                                          South Dakota
Kentucky                                      Tennessee
Kansas                                        Wyoming

The following state contract forms vary from the Form No. 2000-VAII as indicated
below:

2000-VAII(B)  -  Changes  the  cover  page to add a  countersignature  by a duly
licensed  resident  agent  signature  line.  Form  2000-VAII(B)  is  used in the
following states:

         Alabama
         Alaska
         Indiana
         Maine
         Ohio
         Rhode Island
         Virginia

2000-VAII(AZ) - Changes the Right to Examine  Provision on the cover page to add
the  following  statement:  Upon  written  request,  we will  provide  you  with
information  regarding  the  benefits  and  provisions  of  the  contract.  Form
2000-VAII(AZ) is used in the following state:

         Arizona

2000-VAII(CA)  - Changes  the  cover  page to add a  countersignature  by a duly
licensed resident agent signature line. Changes the third paragraph of the cover
page to read: The dollar amount of any income payments,  death benefit and other
values  provided  by this  contract  will  increase  or  decrease  based  on the
investment experience of the subaccounts  selected.  The Variable provisions are
described in Section 7. The minimum death benefit is described in Section 12.

In addition to changes above, the right to examine provision differs if contract
is issued to ages  60+....an  important  notice prints  instead  indicating  the
contract can be returned during 30 days of contract issue date.

Section  7.4,  Can the  Variable  Account  be  modified?,  is  changed  to add a
paragraph  indicating  that the  investment  policy of a  subaccount  may not be
changed unless the change is approved,  if required,  by the Commissioner of the
State of Iowa and a statement of such approval is filed,  if required,  with the
insurance  department  of the state in which the  contract  is  delivered.  Form
2000-VAII(CA) is used in the following state:

         California

2000-VAII(CT) - Changes the right to examine  provision on the cover page to add
language for return of the contract for a refund of purchase payments during the
first 10 days if  cancellation  is made  prior  to the  actual  delivery  of the
contract. Changes Section 3.2, When does this contract become incontestable?, to
delete "in the absence of fraud".  Form  2000-VAII(CT)  is used in the following
state:

         Connecticut

2000-VAII(DC)  - Changes  Section  3.5,  What  premium  expense  charges  may be
deducted?, to delete the second paragraph in its entirety. Form 2000-VAII(DC) is
used in the following:

         District of Columbia

2000-VAII(FL)  - Changes  the  cover  page to add a  countersignature  by a duly
licensed  resident agent  signature  line.  Adds the following  statement to the
cover page: If you have a question,  complaint,  or need information  concerning
your contract,  call 1-800-798-5500.  In Section 2.1, What are the most commonly
used terms and what do they mean?, define "dca fixed period" to be a dollar cost
averaging  fixed period  where  monthly  transfers  are required as described in
Sections  7.2.  and  8.1.  In  Section  3.2,  When  does  this  contract  become
incontestable?,  add that the  contract may be  incontestable  from its contract
issue  date or the  reinstatement  date.  In  Section  3.7,  Can we  modify  the
contract?,  delete item b.): necessary to assure continued  qualification of the
contract  under the code or other  federal or state laws  relating to retirement
annuities  or variable  annuity  contracts.  In Section  9.2,  How is your fixed
contract  value  determined?,  add a table of values per $1,000  allocated  to a
fixed  period.  In  Section  10.6,  change  the  second  sentence  of the second
paragraph  and add a third  sentence to read:  If payment is postponed  for more
than 29 days,  we will pay  interest at the  effective  annual rate  required by
state law for the period of postponement.  In no event will the effective annual
rate be less than  3.50%.  In Section  12.,  add a  paragraph  at the end of the
section  to read:  If lump sum  payment is  requested,  the death  benefit  will
include  interest from the date of  settlement.  We will  determine the interest
rate each year,  but it is guaranteed to be not less than that required by state
law. In Section 13.1,  add paragraph  indicating  the contract may be reinstated
within one year after it terminates and list requirements of that request.  Form
2000-VAII(FL) is used in the following state:

         Florida

2000-VAII(HI)  -  Changes  the right to  examine  provision  to refund  purchase
payments  instead of  experience.  Form  2000-VAII(HI)  is used in the following
state:

         Hawaii

2000-VAII(ID)  - Changes  the  cover  page to add a  countersignature  by a duly
licensed  resident agent signature line.  Changes the right to examine provision
to refund purchase payments, not experience, for 20 days initial and replacement
situations.  Changes  Section  10.6,  Are there any  restrictions  on payment of
surrender,  partial  withdrawals or loans?, in the second sentence,  to read: If
payment  is  postponed  for more  than 29  days,  we will  pay  interest  at the
effective  annual rate  specified in Idaho Code,  Section  28-22-104(2)  for the
period of postponement. Form 2000-VAII(ID) is used in the following state:

         Idaho

2000-VAII(LA)  - Changes the right to examine  provision  on the cover to refund
purchase  payments  instead of  experience.  Form  2000-VAII(LA)  is used in the
following state:

         Louisiana

2000-VAII(MI-S)  -  Sex-distinct  version.  Changes  the  cover  page  to  add a
countersignature  by a duly licensed  resident  agent  signature  line.  Changes
Section 1, Data Page, to remove "Life Income Rates".  Changes  Section 3.3, What
if the  annuitant's  date of birth or gender has been  misstated?  to delete the
second  sentence  giving  reference  to Type A life income  rates such that this
provision  reads: If the annuitant's date of birth or gender has been misstated,
we will adjust the payments  under this  contract,  based on the correct date of
birth or  gender.  Any  underpayment  will be added  to the  next  payment.  Any
overpayment will be subtracted from future payments.  Changes Section 15.3, What
are the requirements for choosing an income payment option?, fourth paragraph to
delete the second  sentence  and revise the first to read:  we may  require  due
proof of the age and  gender  of any  payee  who is to  receive  a life  income.
Changes Section 17, Option Tables, to delete Type A and Type B language.  Remove
the Type B uni-sex tables in their entirety. Form 2000-VAII(MI-S) is used in the
following state:

         Michigan

2000-VAII(MI-U)   -  Uni-sex   version.   Changes   the  cover  page  to  add  a
countersignature  by a duly licensed  resident  agent  signature  line.  Changes
Section 1, Data Page, to remove "Life Income Rates".  ". Changes the question of
Section  3.3,  What if the  annuitant's  date of birth has been  misstated?,  to
remove the word "gender", giving reference to only birth. Revise this section to
delete the second  sentence  giving  reference  to gender and Type A life income
rates such that this provision  reads: If the annuitant's date of birth has been
misstated, we will adjust the payments under this contract, based on the correct
date of  birth.  Any  underpayment  will  be  added  to the  next  payment.  Any
overpayment will be subtracted from future payments.  Changes Section 15.3, What
are the requirements for choosing an income payment option?, fourth paragraph to
delete the second sentence.  Changes Section 17, Option Tables, to delete Type A
and Type B language.  Remove the Type A sex distinct  tables in their  entirety.
Form 2000-VAII(MI-U) is used in the following state:

         Michigan

2000-VAII(MO)  - Changes  the  cover  page to add a  countersignature  by a duly
licensed  resident agent signature line.  Changes the right to examine period to
refund purchase payments and not experience.  Form 2000-VAII(MO) will be used in
the following state:]

         Missouri

2000-VAII(NC)  - Changes  the  cover  page to add a  countersignature  by a duly
licensed  resident agent signature line.  Changes the right to examine provision
to return  purchase  payments and to limit amount of days on replacements to 20.
Form 2000-VAII(NC) is used in the following state:

         North Carolina

2000-VAII(ND)  - Changes  the  cover  page to add a  countersignature  by a duly
licensed  resident  agent  signature  line.  Changes the right to examine period
initial  amount  to  days  to 20  from  10.  Form  2000-VAII(ND)  is used in the
following state:

         North Dakota

2000-VAII(NE) - Changes the right to examine period to return purchase  payments
instead of experience. Form 2000-VAII(NE) is used in the following state:

         Nebraska

2000-VAII(NH)  - Changes  the  cover  page to add a  countersignature  by a duly
licensed resident agent signature line.  Changes Section 3.1, What is the entire
contract?,  to delete the  phrase  "if  attached  to it" when  referring  to the
application when constituting the entire contract Form  2000-VAII(NH) is used in
the following state:

         New Hampshire

2000-VAII(OK)  - Changes  the  cover  page to add a  countersignature  by a duly
licensed  resident agent signature line.  Changes the right to examine provision
on the cover page to return purchase payments instead of experience and only for
20 days, not 30, in replacement situations.  Changes Section 3.2, When does this
contract  become  incontestable?  to delete "in the absence of fraud"  language.
Form 2000-VAII(OK) is used in the following state:

         Oklahoma

2000-VAII(SC)  - Changes  the  cover  page to add a  countersignature  by a duly
licensed  resident agent signature line.  Changes the right to examine provision
to refund purchase payments,  instead of experience and only for 20 days, not 30
in replacement  situations.  Add Flexible  Premium  Deferred  Variable and Fixed
Annuity to the general  description on the cover page. Changes Section 3.2, When
does this contract become  incontestable?,  to delete "in the absence of fraud".
In Section 3.4,  What is the annual  contract  fee?,  delete  language  that the
contract  fee  will  be  deducted   pro-rata  from  any  fixed  amount  contract
value....(it  will  only  be  deducted  from  the  contract  value  held  in the
subaccounts). Form 2000-VAII(SC) is used in the following state:

         South Carolina

2000-VAII(UT) - Changes the front and back cover pages and the title of the data
page to delete "and fixed"  from the title such that it reads  Flexible  Premium
Deferred  Variable  Annuity.  Changes the right to examine  provision  to refund
purchase payments, not experience,  and for only 20 days, not 30, in replacement
situations. Form 2000-VAII(UT) is used in the following state:

         Utah

2000-VAII(TX)  - Changes  the cover page to delete the 4th  paragraph  regarding
market value adjustment. Also delete market value adjustment language throughout
the contact.  Add another  paragraph to the cover page which reads: In the event
we are unable to fulfill our  contractual  obligation  under this contract,  the
portion  of your  contract  value  in the  subaccounts  is not  protected  by an
insurance guaranty fund or other solvency protection  agreement.  Change Section
1, Data Page, to delete the 3,5,7, and 10 year fixed periods.  Section 2.1, What
are the most commonly used terms and what do they mean?,  change the  definition
of fixed period to read a choice under the fixed account  option with a specific
number of months  (instead  of years) for which we agree to credit a  particular
effective annual interest rate. In Section 3.5, What premium expense charges may
be  deducted?,  delete the second  paragraph  in its  entirety.  Section  7.2 is
revised in the fourth sentence of the first paragraph to delete the phrase "when
the number of years in the fixed period  selected  has elapsed,  and add that it
will end on the "expiration  date". Form  2000-VAII(TX) is used in the following
state:

         Texas

2000-VAII(WI)  -  Changes  the  right  to  examine   provision  for  replacement
situations to refund  purchase  payments  during 20 days:  Changes Section 13.2,
Will  dividends be paid?,  in the second  paragraph,  to revise item a.) to read
that  owner  may  request  we apply  any  dividend  to the  subaccounts  as they
designate,  instead of in the same  proportion as set for purchase  payments.  .
Form 2000-VAII(WI) is used in the following state

         Wisconsin

2000-VAII(WV)  - Changes  the  cover  page to add a  countersignature  by a duly
licensed  resident  agent  signature  line.  In  Section  10.6,  Are  there  any
restrictions on payment of surrender,  partial  withdrawals or loans? change the
language to read we may postpone the payment of surrender,  partial  withdrawal,
or loan for up to 30 days (not six  months).  Also  delete the last  sentence of
this paragraph.


<PAGE>


                                  EXHIBIT 4.(d)

                              IRA Endorsement For:
              Flexible Premium Deferred Variable and Fixed Annuity
                   Flexible Premium Deferred Variable Annuity
                                 3762(VANN)2000

Contract No. __________________        Endorsement Effective Date_______________

Owner__________________________        City & State_____________________________

The  contract is to be  qualified  as an  Individual  Retirement  Annuity  under
Section  ss.408 of the Internal  Revenue Code (Code).  The terms and  conditions
listed below will then form a part of the owner's  contract  effective as of the
date listed above. In any conflict  between the terms of this Section and all or
any of the other Sections of the contract, this Section will govern.

--------------------------------------------------------------------------------
                          INDIVIDUAL RETIREMENT ANNUITY
--------------------------------------------------------------------------------

EXCLUSIVITY, NONFORFEITABLE, NONTRANSFERABLE AND NONASSIGNABLE

This  contract  is  for  the  exclusive  benefit  of  the  owner  or  his or her
beneficiaries.  The interest of the owner is  nonforfeitable.  The owner must be
the  annuitant.  A  co-owner  may  not  be  designated.  This  contract  is  not
transferable  except to the Company on  surrender or  settlement.  It may not be
pledged as security for any purpose.

PURCHASE PAYMENTS

A.   Maximum  Payment.  The maximum payment under this contract for any tax year
     will be no more than the lesser of:

     1.   $2,000  as an  aggregate  amount  of the  purchase  payments  for this
          contract  and   contributions  to  all  other  individual   retirement
          arrangements that the owner has or may create; or

     2.   100  percent of  compensation.  Compensation  means  wages,  salaries,
          professional  fees,  or other  amounts  derived  from or received  for
          personal service  actually  rendered  (including,  but not limited to,
          commissions  paid sales  personnel,  compensation  for services on the
          basis of a percentage of profits,  commissions on insurance  premiums,
          tips and  bonuses)  and  includes  earned  income,  as defined in Code
          ss.401(c)(2)  (reduced by the deduction the  self-employed  individual
          takes for  contributions  made to a Keogh plan).  For purposes of this
          definition,ss.401(c)(2)  will  be  applied  as if the  term  trade  or
          business  for  purposes   ofss.1402   included  service  described  in
          subsection (c)(6).  Compensation does not include amounts derived from
          or received as earnings or profits from property  (including,  but not
          limited to, interest and dividends) or amounts not includible in gross
          income.  Compensation  also does not include any amount  received as a
          pension   or   annuity   or  as   deferred   compensation.   The  term
          "compensation" shall include any amount includible in the individual's
          gross income under  Codess.71  with respect to a divorce or separation
          instrument described in subparagraph (A) of Codess.71(b)(2).

     3.   The above maximum purchase payment limitations do not apply to:

          a.   a transfer, direct rollover,  rollover contributions as permitted
               by  Codess.402(c),  403(a)(4),  403(b)(8) or  408(d)(3);  or b. a
               transfer to the owner of a distribution from a qualified employer
               plan  from a former  spouse  under a divorce  decree  or  written
               instrument incidental to such divorce.

     4.   No contributions  will be accepted under a SIMPLE IRA Plan established
          by any  employer  pursuant  to section  408(p).  Also,  no transfer or
          rollover of  contributions  made by a  particular  employer  under its
          SIMPLE IRA Plan will be accepted prior to the end of the 2 year period
          starting with the date the owner first participated in that employer's
          SIMPLE IRA Plan.

B.   SEP Contributions.  The above maximum payment limitations do not apply to a
     contribution  made in  accordance  with the terms of a Simplified  Employee
     Pension Plan (SEP) as described in Codess.408(k) as amended.

C.   Refund of Excess  Contributions.  If the  purchase  payment  received is in
     excess of the  maximum  payment:  (1) the  excess  amount is  subject to an
     excise tax for the year of the excess  and for each year  thereafter  until
     corrected;  or (2) the owner may receive a refund of the excess amount plus
     any investment  gain resulting from  allocation to the  subaccount(s).  Any
     investment  loss  resulting from the allocation of the excess amount to the
     subaccount(s)   will  be  deducted   proportionately   from  the  remaining
     subaccount value(s) and fixed amount(s).

D.   Refund of Purchase  Payments.  Any refund of purchase  payments (other than
     those  attributable to excess  contributions)  will be applied,  before the
     close of the calendar  year  following  the year of the refund,  toward the
     payment of future purchase payments or the purchase of additional benefits.

E.   Payment. Payment under this contract must be in cash.

DISTRIBUTIONS

A.   Premature Distributions.  Any distribution will be reported to the IRS as a
     premature  distribution  and may be subject to an excise tax in addition to
     income  tax  unless  the  Company  is  notified  of one  of  the  following
     circumstances:

     1.   the distribution is a part of a series of substantially equal periodic
          payments  made  no  less   frequently  than  annually  over  the  life
          expectancy  of the owner or joint life  expectancies  of the owner and
          the named beneficiary(ies).

     2.   the owner is over age 591/2;

     3.   distribution  occurs  following  the  disability  (within  the meaning
          ofss.72(m)(7) of the Code) of the owner;

     4.   the distribution to the beneficiary(ies) occurs following the death of
          the owner; or

     5.   the distribution  occurs: a. to pay health insurance premiums,  if the
          owner receives state or federal unemployment compensation for at least
          twelve (12) consecutive weeks; or b. to pay medical bills in excess of
          7 1/2% of the owner's adjusted gross income.

B.   Payments to Owner.  Payments of the owner's entire interest will be made to
     the owner under this  contract on or before  April 1 of the year  following
     the calendar year in which the owner attains the age of 70 1/2as follows:

     1.   as a single lump sum;

     2.   in equal or  substantially  equal  payments:  over the lifetime of the
          owner;  over the lives of the  owner and his or her  beneficiary(ies);
          over a specified  period that may not be longer than the owner's  life
          expectancy; or over a specified period that may not be longer than the
          joint life and last  survivor  expectancy  of the owner and his or her
          named beneficiary(ies).

          Periodic  payments  must be made in  intervals  of no longer  than one
          year. In addition,  payments must be either  nonincreasing or they may
          increase  only  as  provided  in Q&A  F-3 of  ss.1.401(a)(9)-1  of the
          Proposed Income Tax Regulations.

Payment  shall  also be made to the owner at any time the owner  requests  it in
order to pay health  insurance  premiums (if the owner receives state or federal
unemployment compensation for at least twelve (12) consecutive weeks), or to pay
medical bills in excess of 7 1/2% of the owner's adjusted gross income. However,
any  applicable  charges  outlined  in the  contract  will  apply to the  amount
withdrawn to the extent allowed by federal regulation.

All  distributions   made  hereunder  shall  be  made  in  accordance  with  the
requirement of ss.401(a)(9) of the Code including incidental death

benefit  requirements  of  ss.401(a)(9)(G)  of the  Code,  and  the  regulations
thereunder, including the minimum distribution incidental benefit requirement of
ss.1.401(a)(9)-2 of the Proposed Income Tax Regulations.

C.   Payments  to  Beneficiary(ies).   If  the  owner  dies,  payments  will  be
     distributed as follows:

     1.   If death occurs on or after the date income  payments have begun;  the
          remaining  payments will be  distributed  at least as rapidly as under
          the payment method used prior to death.

     2.   If the death  occurs  before  income  payments  have begun;  the death
          benefit must be  distributed as elected.  However,  if an election has
          not been made;  the  beneficiary(ies)  has the  following  options for
          distribution:

          a.   the  full  amount  to be  paid  by  December  31st  of  the  year
               containing the fifth anniversary of the owner's death; or

          b.   in equal or  substantially  equal  payments over the life or life
               expectancy of the  beneficiary(ies).  Such payments must start by
               December 31st of the year following the owner's  death.  However,
               for a spouse  beneficiary,  payments  are not  required  to begin
               until  December  31st of the year the owner  would have turned 70
               1/2. A spouse  beneficiary  may also roll all or a portion of the
               death benefit to their own individual retirement annuity.

     3.   If the designated  beneficiary is the individual's  surviving  spouse,
          the spouse may treat the contract as his or her own IRA. This election
          will be  deemed to have been  made if such  surviving  spouse  makes a
          regular IRA contribution to the contract,  makes a rollover to or from
          such contract, or fails to elect any of the above provisions.

          Payment under this Section is considered to have begun if payments are
          made because:

          a.   an individual reaches his or her required beginning date; or
          b.   if prior to the  required  beginning  date;  payments  have begun
               under an irrevocable  income payment option  acceptable under and
               over a period permitted byss.1.401(a)(9) of the Regulations.

D.   Other Distribution Provisions.

     1.   The return  multiplies  contained  in Tables V and VI of 1.72-9 of the
          Income Tax Regulations  are used to calculate:  Life  expectancy;  and
          joint and last survivor expectancy.

          The  life  expectancy  of the  owner  or  spouse  beneficiary  will be
          recalculated  annually for the purposes of payment,  unless  otherwise
          elected by: the owner, prior to payments  beginning;  or by the spouse
          beneficiary if the owner dies before payments have begun.

          If election has been made not to recalculate life expectancy annually;
          such election is irrevocable and will apply to all subsequent years.

          The  life  expectancy  of a  non-spouse  beneficiary(ies)  may  not be
          recalculated.  Instead, life expectancy will be based on the age(s) of
          the  beneficiary(ies)  in the  year  the  owner  attains  age 70  1/2.
          Payments for subsequent  years will be based on such life  expectancy;
          reduced by one year which has  elapsed  since the  calendar  year life
          expectancy was first calculated.

     2.   The  payment  amounts  will be no less  than the  amount  obtained  by
          dividing the owner's  entire  interest by: the life  expectancy of the
          owner or beneficiary; or the joint and last survivor expectancy of the
          owner and spouse beneficiary.

     3.   For a non-spouse beneficiary;  the payment amount will be no less than
          the amount  obtained by dividing  the owner's  entire  interest by the
          lesser of: the owner's life expectancy; or a divisor obtained from the
          tables available inss.1.401(a)(9)-2.

     4.   The beneficiary(ies) may increase the frequency or amount of payments;
          if the payments are for a period
         certain.

     5.   If there are two or more individual  retirement  accounts or annuities
          (IRA's);  minimum  distribution   requirements  of  the  Code  may  be
          satisfied  out of one of the IRA's.  This is possible by receiving the
          combined required minimum distribution amounts out of one IRA. This is
          the alternative method described in Notice 88-38, 1988-1 C.B. 524.

GENERAL PROVISIONS

A.   Other Limitations.

     1.   No amount of life insurance is provided under this contract.

     2.   Commingling  of  funds of this  contract  with any  other  annuity  is
          prohibited.

     3.   The only values  which may be held under this  contract  are those for
          the separate interest of the owner.

     4.   Purchase   Payments  for  this   contract  will  not  be  invested  in
          collectibles.

B.   Minimum  Purchase  Payment Amount.  The minimum total  first-year  purchase
     payment  amount  required  to  purchase a contract  is $2,000.  The minimum
     purchase  payment  size is $100,  unless  the  payment  is made  through an
     Automatic Purchase Payment Plan, in which case the minimum is $25.

C.   Additional  Purchase  Payments.  Additional  purchase  payments  after  the
     initial purchase payment are not required.

D.   Endorsements.  The contract  including this  Endorsement will be amended as
     required by changes in: the Code;  IRS  Regulation,  or  published  revenue
     rulings.  The Company  will  promptly  furnish any  endorsements  which are
     required to comply with such changes. Upon receipt of such endorsement, the
     owner has  thirty  (30) days in which to  contact  the  Company in order to
     reject the endorsement.  If the thirty (30) days elapse and the Company has
     not been  contacted,  the  endorsement  is deemed  accepted.  Because  this
     contract is established with the intent to comply with federal  regulation,
     rejection  will be deemed a request  to remove  this  endorsement  and will
     result in a taxable event.

E.   Reporting. The Company is required to report payments from this contract to
     the IRS and,  in some cases,  to  withhold  certain  amounts  from  taxable
     distributions.  The Company will furnish an annual report summarizing total
     contributions and distributions under this contract.

F.   Disclosure.  The Company furnishes a disclosure  statement  describing IRAs
     when the contract is delivered or endorsed.

G.   Enabling Agreement.  The owner, by signing the application  requesting that
     the contract be issued as an Individual  Retirement Annuity,  agrees to the
     terms of this section and requests that this Endorsement be attached to the
     contract.  The matters which the owner agrees to and accepts responsibility
     for in the contract  (including the Application and this  Endorsement) will
     not be the  responsibility  of CUNA  Mutual  Life  Insurance  Company  (the
     Company).  The Company will not be liable for any direct or indirect damage
     or loss including  (without  limitation)  taxes suffered or incurred by the
     owner or the beneficiary(ies) as a result of those matters.

     Unless  such  damage or loss is  caused  by  willful  or  negligent  act or
     omission of the Company in violation of the contract or applicable law, the
     Company will not be liable for any direct or indirect  damage or loss. This
     includes (without  limitation) taxes suffered or incurred by the owner when
     the Company:

     1.   acts in accordance with or reliance upon any information  furnished by
          the owner or the beneficiary(ies);

     2.   is required to act without the benefit of information  which the owner
          is required to provide under the provisions of the contract or by law;
          or

     3.   administers  any  other  matters  arising  under  or  relating  to the
          contract.


CUNA Mutual Life Insurance Company
A Mutual Insurance Company
/s/Michael B. Kitchen
President

Form 3762(VANN)2000


<PAGE>

                                  EXHIBIT 5(a)
                          Variable Annuity Application

                          MEMBERS Variable Annuity II
                          Variable Annuity Application
                             (Please Print Clearly)

CUNA Mutual Life Insurance Company                   Credit Union No.
A Mutual Insurance Company                           ________________
2000 Heritage Way                                    __ Check If Not Applicable
Waverly, Iowa 50677

1. ANNUITANT (OWNER) MUST BE AGE 85 OR YOUNGER
   Name ____________________________________________________________
   Address _________________________________________________________
   City  ___________________________________________________________
   Sex:   __ Male   __ Female
   SS No./Tax ID:______________
   Date of Birth:____________________
                  Month     Day        Year
   Daytime Phone   (    )

2. CO-ANNUITANT/CO-OWNER:   OPTIONAL;   NONQUALIFIED   ONLY   (Check  one,  if
   applicable.)
   __ CO-ANNUITANT MUST BE SPOUSE OF ANNUITANT AND AGE 85 OR YOUNGER
   __ CO-ANNUITANT & CO-OWNER MUST BE SPOUSE OF ANNUITANT AND AGE 85 OR YOUNGER
   __ CO-OWNER MUST BE AGE 85 OR YOUNGER

   Name ____________________________________________________________
   Address _________________________________________________________
   City  ___________________________________________________________
   Sex:   __ Male   __ Female
   SS No./Tax ID: __________________
   Date of Birth:____________________
                  Month     Day        Year
   Daytime Phone   (    )

3. OWNER IF ANNUITANT(S) IS NOT ALSO THE OWNER(S). MUST BE AGE 85 OR YOUNGER
   Name ____________________________________________________________
   Address _________________________________________________________
   City  ___________________________________________________________
   Sex:   __ Male   __ Female
   SS No./Tax ID: __________________
   Date of Birth:____________________
                  Month     Day        Year
   Daytime Phone   (    )

4. BENEFICIARY (To list more  beneficiaries,  use Section 8, or use a separate
   signed and dated paper.)
                  Name                    Address      Relationship to Annuitant
   Primary        ______________________________________________________________
   Contingent     ______________________________________________________________

5. PLAN TYPE (Check the appropriate box.)
   __ Nonqualified          __ 457(b)          __ 457(f)

   Qualified (Check one of the following; complete contribution year.)
       __ Traditional IRA        __ Roth IRA
       __ SEP/IRA                __ 403(b)
       __ Other ________________________________________
       Contribution Year ___________ (excludes transfers/rollovers)

6. DEATH BENEFIT OPTIONS

   Basic Death Benefit:  A Basic Death Benefit is automatically  included with
   the Variable  Annuity.  (See your  prospectus.)  Optional Death Benefit(s):
   (ANNUITANT(S)  MUST BE AGE 75 OR YOUNGER ON THE CONTRACT ISSUE DATE.) Check
   one of the  following  boxes to choose an  Optional  Death  Benefit,  at an
   additional charge (See your prospectus):
   __ Maximum Anniversary           __ 5% Annual Guarantee
   __ Both Maximum Anniversary and 5% Annual Guarantee

7. PURCHASE PAYMENTS (Please make checks payable to CUNA Mutual Life Insurance
   Company.)
<TABLE>
<CAPTION>
<S>                                                                     <C>
   Single/Initial Purchase Payment $_________________                   Future Purchase Payments $__________________
   (Min. Total First Year: Nonqual. $5000, Qual. or 457                 (Min.: $100 or $25 for Automatic & Salary Savings)
   $2000, 403(b) $300)
   By:   __ Check   __ Automatic*    __ 1035 Exchange (Nonqual.)       By:    __ Monthly Automatic*       __ Salary Savings
         __ Transfer (Qual.)         __ Rollover (Qual.)                      __ Quarterly         __ Semiannual        __ Annual
</TABLE>

The Initial Purchase Payment applied will be equal to the actual amount received
by CUNA Mutual Life Insurance Company. *Complete Section 16.

8.  Special Instructions            ______________________________

9.  HOME OFFICE USE ONLY            ______________________________

10. Do you have any  existing  life  insurance  or annuity in this or any other
    company?...................__ Yes __ No

    Will this  contract  replace,  discontinue  or  change  any  existing  life
    insurance or annuity in this or any other company?__ Yes __ No

    If Yes:  What Company?______________________________________________________
    What Contract Number? ______________________________________________________

11.  SUITABILITY MUST BE COMPLETED ON THE OWNER(S)
     Occupation __________________________________________________
     Employer ____________________________________________________
     Address _____________________________________________________
     City ________________  State _______  ZIP____________________
     Marital Status ______________________________________________
     No. of Dependents _____________  Ages _______________________
     Federal Tax Bracket ________%

     Financial Information
     INCOME                          ESTIMATED NET WORTH
                                        (Exclusive of Residence)
     __ $___________________         __ $__________________
     __ $ 25,000 -  $ 50,000         __ $ 50,000 - $100,000
     __ $ 50,000 -  $ 75,000         __ $100,000 - $250,000
     __ $ 75,000 - $100,000          __ $250,000 - $500,000
     __ Over $100,000                __ Over $500,000
        Specify: $___________           Specify: $___________

Investment Objectives (Check all that apply.)
   __ Capital Appreciation        __ Growth and Income
   __ Income        __ Conservation of Principal

Risk Tolerance (Check one.)
   __ High        __ Medium        __ Low

Investment Experience (Check one.)
   __ Minimal        __ Moderate        __ Extensive

Initial Source Of Funds (Check all that apply.)
   __ CDs/Saving Account       __ Investments
   __ Stocks/Bonds             __ Sale of Personal Property
   __ Current Income           __ Policy Cash Value/Div/Loan
   __ Policy Surrender         __ Qualified Retirement Plan
   __ Other ______________

Other Investment & Savings (List below.)

Suitability Questions:
     1.) Do you acknowledge that the following were discussed:

         a.)  Product  features  including:   variable  subaccounts  and  fixed
              account periods; death benefit(s);  partial withdrawal privilege;
              loan privilege (if  applicable);  tax treatment and IRS penalties
              including  the effect of  withdrawals  before  age 59 1/2;  and
              income options?................................... __ Yes  __ No

         b.)  Fees and  charges  including:  surrender  charges;  market  value
              adjustments applicable to the fixed account option; mortality and
              expense  charges;  and market  risk?.............. __Yes   __ No

         c.)  For  tax  qualified  plans  only  (i.e.  IRA,  403(b),  pension):
              tax-deferred  accrual  feature of a qualified plan; tax- deferred
              accrual  feature of a variable  annuity  is  unnecessary  and the
              decision to purchase a variable annuity is supported by the other
              benefits provided; and for applicants subject to Required Minimum
              Distribution  (RMD),  that  surrender  charges  and market  value
              adjustments       may       be       applicable       to      the
              distribution?..................................... __ Yes  __ No

     2.) Do you have a long-term investment objective?.......... __ Yes  __ No

12.  TELEPHONE/FAX AUTHORIZATION

     I understand that I will  automatically  have  telephone/fax  authorization
     unless  the  following  box  is  marked:
     __ I do  NOT  want  telephone/fax authorization

     I  understand  that the  representative  who signs  this  application  will
     automatically have telephone/fax  authorization unless the following box is
     marked:
     __ I do NOT want the  representative who signed this application to have
        telephone/fax authorization

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

13.  PURCHASE  PAYMENT  ALLOCATION  % (WHOLE %; MUST TOTAL 100%;  MINIMUM 1% PER
     SUBACCOUNT OR FIXED PERIOD.)
<TABLE>
<CAPTION>
     ALLOCATION % TO SUBACCOUNT(S) OF THE VARIABLE ACCOUNT:
<S>      <C>                                         <C>                                   <C>
         ______% Mid-Cap Stock                       ______% Bond                          ______% High Income
         ______% Capital Appreciation Stock          ______% Money Market                  ______% Global Securities
         ______% Growth & Income Stock               ______% International Stock           ______% Other ______________
         ______% Balanced                            ______% Emerging Growth               ______% Other ______________
</TABLE>

<TABLE>
<CAPTION>

     ALLOCATION % TO FIXED PERIOD(S) OF THE FIXED ACCOUNT OPTION: (MINIMUM: $1000 EACH PAYMENT.)
<S>      <C>                   <C>                   <C>                   <C>                   <C>
         ______% 1 Year        ______% 3 Year        ______% 5 Year        ______% 7 Year        ______% 10 Year

     ALLOCATION % TO DCA 1 YR. FIXED PERIOD OF THE FIXED ACCOUNT OPTION: (MINIMUM: $1,000 EACH PAYMENT.)
         ______% DCA 1 Year    (Complete the following DCA 1 Year Fixed Period Transfer Section.*)
</TABLE>
--------------------------------------------------------------------------------
*DCA 1 YEAR FIXED PERIOD  TRANSFERS  REQUIRED FOR ALLOCATIONS  MADE TO THE DCA 1
YEAR FIXED PERIOD.  (If the following  section is not  completed,  a Dollar Cost
Averaging form must be completed - CLS-217.)

Monthly  transfers  will begin 1 month after  allocation to the DCA 1 year fixed
period.  (If the transfer date falls on a weekend or holiday,  the transfer will
be made on the following valuation day.)

Transfers of equal monthly amounts that will deplete the DCA 1 year fixed amount
will occur  automatically  for the duration of the fixed period according to the
subaccounts  selected below:  (This is the minimum monthly transfer  amount.  To
transfer a larger  amount you must  complete  the Dollar Cost  Averaging  form -
CLS-217. Additional transfers are allowed by request.)

<TABLE>
<CAPTION>
Transfers from the DCA 1 Yr. Fixed Period to be distributed to the following subaccounts: (WHOLE %; MUST TOTAL 100%.)
<S>                                         <C>                                   <C>
______% Mid-Cap Stock                       ______% Bond                          ______% High Income
______% Capital Appreciation Stock          ______% Money Market                  ______% Global Securities
______% Growth & Income Stock               ______% International Stock           ______% Other _______________
______% Balanced                            ______% Emerging Growth               ______% Other _______________
</TABLE>

(If no subaccounts are selected,  transfers will be automatically distributed to
the Money Market subaccount.)

14.  PORTFOLIO REBALANCE PROGRAM
Frequency (Check one.) __ Monthly  __ Quarterly  __ Semiannually   __ Annually
If the frequency is not selected, transfers will occur quarterly.

Indicate how you would like your variable account value allocated. (Check one of
the following.)

__ Transfer the value in my  subaccounts  in  proportion to my purchase
payment allocation  schedule.  (Not applicable if purchase payments are
allocated to a fixed period.)

__ Transfer the value in my subaccounts as follows: (WHOLE %; MUST TOTAL 100%.)

___% Mid-Cap Stock               ___% Bond                ___% High Income
___% Capital Appreciation Stock  ___% Money Market        ___% Global Securities
___% Growth & Income Stock       ___% International Stock ___% Other __________
___% Balanced                    ___% Emerging Growth     ___% Other __________

15.  PRESERVATION PLUS PROGRAM

__   I will  participate in the  Preservation  Plus Program.  I hereby authorize
     CUNA  Mutual  Life  Insurance  Company to allocate a portion of the initial
     purchase payment to the following fixed period: (Check one.)

               __ 1 Year __ 3 Year __ 5 Year __ 7 Year __ 10 Year

     This portion will be the present value  reflecting the guaranteed  interest
     rate as of the  contract  issue date for the fixed  period  indicated.  The
     difference  between the initial purchase payment and the portion  allocated
     to the fixed period will be allocated as indicated in Section 13.

16.  AUTHORIZATION  PLEASE  ATTACH A BLANK VOIDED CHECK (For  Checking and Share
     Draft Accounts Only.)

     Initial  Payment:  __ I hereby  authorize  a debit  entry  to my  financial
     institution account indicated below to initiate the related credit entry to
     the  CUNA  Mutual  Life  Insurance   Company   account  in  the  amount  of
     $______________.

     Future Payments:  __ I authorize CUNA Mutual Life Insurance Company and the
     financial  institution  named  below to  initiate  variable  entries  to my
     account.  I elect to receive quarterly  statements for my variable annuity.
     This  authorization will remain in effect until revoked by me in writing. A
     monthly  debit in the amount of  $_____________  will occur on the first of
     the month, unless another draft date is checked:

       __ 1      __ 5      __ 10      __ 15      __ 20      __ 25

     Financial Institution __________________  Account Number __________________

     Address ____________________________  If this is a savings account, are
             ____________________________  electronic debits allowed? __Yes __No

17 a. AGREEMENT

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

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

      o  Any person who  knowingly  and with  intent to  defraud  any  insurance
         company or other person files an application for insurance or statement
         of claim  containing any materially  false  information or conceals for
         the purpose of  misleading,  information  concerning  any fact material
         thereto  commits  a  fraudulent  insurance  act,  which is a crime  and
         subjects such person to criminal and civil penalties.

      o  I ACKNOWLEDGE  RECEIPT OF A CURRENT VARIABLE ANNUITY  PROSPECTUS DATED
         __________________________.

      o  I HEREBY REQUEST A STATEMENT OF ADDITIONAL INFORMATION.  __ YES  __ NO

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

      o  I UNDERSTAND  THAT AMOUNTS  WITHDRAWN FROM THE FIXED ACCOUNT OPTION MAY
         BE ADJUSTED UPWARD OR DOWNWARD BASED ON A MARKET VALUE FORMULA.

      o  If this contract will replace,  change or modify an existing  policy or
         contract,  I hereby  confirm  my  belief  that  replacing  my  existing
         contract is suitable, and I have considered product features,  fees and
         charges.

17 b. W-9 CERTIFICATION

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

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

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

      Signed at_________________________________________________________________
                 City and State                                           Date
      __________________________________________________________________________
      Signature of Owner(s) [if other than Proposed Annuitant(s)]           Date

      __________________________________________________________________________
      Signature of Annuitant(s)                                             Date

      AGENT: To  the  best  of  your  knowledge,  will  this  contract  replace,
      discontinue or change any existing life insurance or annuity?

      __ Yes    __ No     If yes, I hereby confirm:
     (1)  That  consideration  has been  given  to  product  features,  fees and
          charges.
     (2)  All  required   documents  have  been  complete  in  compliance   with
          applicable  state  regulations.   (If  all  documents  have  not  been
          completed, explain in Section 8.)
     (3)  That     the      following      sales      material     was     used:
          ______________________________________________ .

      Reason for Replacement: __________________________________________________

      __________________________________________________________________________
       Date             Signature of Agent                            Agent No.

<PAGE>


                                  EXHIBIT 5(b)

        Flexible Premium Deferred Variable and Fixed Annuity Application
                                State Variations

Application  Form  No.  2000-VAIIAPP  attached  as  Exhibit  is a  copy  of  the
Application language used in the following states:

Alaska                        Kansas                        Ohio
Alabama                       Kentucky                      Oklahoma
Arkansas                      Louisiana                     Rhode Island
California                    Maine                         South Carolina
Colorado                      Michigan                      South Dakota
Connecticut                   Mississippi                   Tennessee
Delaware                      Nebraska                      West Virginia
District of Columbia          Nevada                        Wisconsin
Hawaii                        New Hampshire                 Wyoming
Iowa                          New Mexico
Idaho                         North Carolina
Indiana

The following application forms vary from the Form No. 2000-VAIIAPP as indicated
below:

Application Form No. 2000-VAIIAPP-B  changes the fraud statement in Section 17a.
to read: "Missouri Residents:  Any person who, with intent to defraud or knowing
that he is  facilitating  a fraud against an insurer,  submits an application or
files a claim  containing  a false  or  deceptive  statement  may be  guilty  of
insurance fraud, which is a crime." Form 2000-VAIIAPP-B  language is used in the
following states:

         Missouri
         Virginia

Application  Form No.  2000-VAIIAPP-C  : changes  Section 13,  Purchase  Payment
Allocation,  and Section 15,  Preservation Plus Program,  to delete the 3, 5, 7,
and 10 year fixed periods.  Also changes Section 17a,  Agreement,  to change the
fraud statement to read: New Jersey Residents: Any person who includes any false
or misleading  information on an application for an insurance  policy is subject
to  criminal  and civil  penalties.  In the same  section,  delete the  language
regarding market value adjustment.  Form 2000-VAIIAPP-C is used in the following
states:

         Texas

Application Form No. 2000-VAIIAPP-AZ  Changes Section 17a. to add, "Upon written
request,  we will  provide the owner with  information  regarding  benefits  and
provisions of the contract.  If you decide not to keep your contract,  return it
within 10 days (30 days for  replacement  contracts)  after you receive it for a
refund  of  purchase  payments,  adjusted  for  any  investment  gain or loss if
allocated to the  Subaccount(s) of the Variable Account.  For IRA contracts,  we
will refund  purchase  payments  during the first 10 days.  You may return it to
CUNA Mutual Life Insurance Company,  2000 Heritage Way, Waverly,  Iowa 50677, or
to the agent who sold it to you." Form  2000-VAIIAPP- AZ language is used in the
following state:

         Arizona

Application Form No. 2000-VAIIAPP-FL changes the fraud statement in Section 17a.
to read: "Any person who knowingly and with intent to injure, defraud or deceive
any insurer files a statement of claim or an  application  containing any false,
incomplete  or  misleading  information  is  guilty  of a  felony  of the  third
degree."; adds "printed name of agent", "agent license no" and "date" line under
"Signature of Annuitant(s)" line. This app also includes as an attachment,  Form
99-VAAPP-FLNOTICE,  Notice to Florida Applicants.  Form 2000-VAIIAPP-FL language
is used in the following state:

         Florida

Application  Form  No.   2000-VAIIAPP-ND   changes  Section  12,   Telephone/Fax
Authorization  to make the applicant check if they do or do not want the program
(it  is  not  automatic  if  they  don't  do  anything).  Application  Form  No.
2000-VAIIAPP-ND is used in the following states:

         North Dakota


<PAGE>



                                    EXHIBIT 9

                    Opinion of Counsel from Kevin S. Thompson

Kevin S. Thompson
Associate Counsel
Office of General Counsel
Phone:   608.231.8588
Fax:     608.236.8588
E-mail:  [email protected]

October 1, 2000

CUNA MUTUAL LIFE INSURANCE COMPANY
2000 HERITAGE WAY
WAVERLY IA  50677

Ladies and Gentlemen:

With  reference  to the  registration  statement on Form N-4 to be filed by CUNA
Mutual Life  Insurance  Company (the  "Company")  and CUNA Mutual Life  Variable
Annuity Account (the "Account") with the Securities and Exchange  Commission for
the  purpose  of  registering  under the  Securities  Act of 1933,  as  amended,
deferred  variable  annuity  contracts (the  "Contracts"),  I have examined such
documents  and such law as I considered  necessary and  appropriate,  and on the
basis of such examination, it is my opinion that:

1.   The Company is a  corporation  duly  organized  and  validly  existing as a
     mutual life  insurance  company  under the laws of the State of Iowa and is
     duly authorized by the Insurance  Division of the Department of Commerce of
     the State of Iowa to issue the Contracts.

2.   The Account is a duly authorized and existing separate account  established
     pursuant to the provisions of Section 508A.1 of the Iowa Code (1993).

3.   Unless  provided to the contrary under the  contracts,  that portion of the
     assets of the Account equal to the reserves and other contracts liabilities
     with respect to the Account will not be chargeable with liabilities arising
     out of any other business that the Company may conduct.

4.   The Contracts,  when issued as  contemplated  by the Form N-4  registration
     statement, will constitute legal, validly issued and binding obligations of
     the Company.

I hereby  consent  to the  filing of this  opinion as an exhibit to the Form N-4
registration  statement  for the  Contracts and the Account and to the use of my
name  under  the  caption  "Legal   Matters"  in  the  statement  of  additional
information.

Sincerely,

/s/Kevin S. Thompson
Kevin S. Thompson
Associate Counsel

CUNA MUTUAL LIFE INSURANCE COMPANY

<PAGE>


                                  EXHIBIT 10.a.

                       PricewaterhouseCoopers LLP Consent


                       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 heading "Experts" in such Registration Statement.

PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
September 29, 2000


<PAGE>

                                  EXHIBIT 10.b.
                          Independent Auditors' Consent


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 report on the  financial  statements of CUNA Mutual
Life  Variable  Annuity  Account dated  February 5, 1999,  and our report on the
financial statements of CUNA Mutual Life Insurance Company dated March 19, 1999,
included herein.

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
October 6, 2000


<PAGE>



                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS,  that I, James C. Barbre,  a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint,  authorize and empower Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  severally,  as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Annuity  Account (or  otherwise)  with full power to prepare,  review,
execute,  deliver and file  Pre-Effective  Amendments  with the  Securities  and
Exchange   Commission  for  the  CUNA  Mutual  Life  Variable  Annuity  Account,
Registration  Nos.  333-40304  and  333-40320.  This  Power  of  Attorney  shall
terminate at the end of my appointed term as Director.

WITNESS MY HAND AND SEAL this 1st day of October, 2000.

                                /s/James C. Barbre
                                James C. Barbre
                                Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, Robert W. Bream, a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint,  authorize and empower Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  severally,  as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Annuity  Account (or  otherwise)  with full power to prepare,  review,
execute,  deliver and file  Pre-Effective  Amendments  with the  Securities  and
Exchange   Commission  for  the  CUNA  Mutual  Life  Variable  Annuity  Account,
Registration  Nos.  333-40304  and  333-40320.  This  Power  of  Attorney  shall
terminate at the end of my appointed term as Director.

WITNESS MY HAND AND SEAL this 1st day of October, 2000.

                                /s/Robert W. Bream
                                Robert W. Bream
                                Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, James L. Bryan,  a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint,  authorize and empower Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  severally,  as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Annuity  Account (or  otherwise)  with full power to prepare,  review,
execute,  deliver and file  Pre-Effective  Amendments  with the  Securities  and
Exchange   Commission  for  the  CUNA  Mutual  Life  Variable  Annuity  Account,
Registration  Nos.  333-40304  and  333-40320.  This  Power  of  Attorney  shall
terminate at the end of my appointed term as Director.

WITNESS MY HAND AND SEAL this 1st day of October, 2000.

                                /s/James L. Bryan
                                James L. Bryan
                                Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, Loretta M. Burd, a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint,  authorize and empower Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  severally,  as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Annuity  Account (or  otherwise)  with full power to prepare,  review,
execute,  deliver and file  Pre-Effective  Amendments  with the  Securities  and
Exchange   Commission  for  the  CUNA  Mutual  Life  Variable  Annuity  Account,
Registration  Nos.  333-40304  and  333-40320.  This  Power  of  Attorney  shall
terminate at the end of my appointed term as Director.

WITNESS MY HAND AND SEAL this 1st day of October, 2000.

                                /s/Loretta M. Burd
                                Loretta M. Burd
                                Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, Ralph B.  Canterbury,  a director  of CUNA
Mutual Life Insurance Company,  a life insurance company  incorporated under the
laws of and  domiciled  in the  State of Iowa,  hereby  appoint,  authorize  and
empower Kevin S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  severally, as
my  attorneys  and agents for me and in my name as  director of CUNA Mutual Life
Insurance  Company on behalf of CUNA  Mutual  Life  Insurance  Company  and CUNA
Mutual Life Variable  Annuity Account (or otherwise) with full power to prepare,
review, execute,  deliver and file Pre-Effective  Amendments with the Securities
and  Exchange  Commission  for the CUNA Mutual Life  Variable  Annuity  Account,
Registration  Nos.  333-40304  and  333-40320.  This  Power  of  Attorney  shall
terminate at the end of my appointed term as Director.

WITNESS MY HAND AND SEAL this 1st day of October, 2000.

                                /s/Ralph B. Canterbury
                                Ralph B. Canterbury
                                Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS,  that I, Rudolf J. Hanley, a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint,  authorize and empower Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  severally,  as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Annuity  Account (or  otherwise)  with full power to prepare,  review,
execute,  deliver and file  Pre-Effective  Amendments  with the  Securities  and
Exchange   Commission  for  the  CUNA  Mutual  Life  Variable  Annuity  Account,
Registration  Nos.  333-40304  and  333-40320.  This  Power  of  Attorney  shall
terminate at the end of my appointed term as Director.

WITNESS MY HAND AND SEAL this 1st day of October, 2000.

                                /s/Rudolf J. Hanley
                                Rudolf J. Hanley
                                Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I,  Jerald R.  Hinrichs,  a director  of CUNA
Mutual Life Insurance Company,  a life insurance company  incorporated under the
laws of and  domiciled  in the  State of Iowa,  hereby  appoint,  authorize  and
empower Kevin S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  severally, as
my  attorneys  and agents for me and in my name as  director of CUNA Mutual Life
Insurance  Company on behalf of CUNA  Mutual  Life  Insurance  Company  and CUNA
Mutual Life Variable  Annuity Account (or otherwise) with full power to prepare,
review, execute,  deliver and file Pre-Effective  Amendments with the Securities
and  Exchange  Commission  for the CUNA Mutual Life  Variable  Annuity  Account,
Registration  Nos.  333-40304  and  333-40320.  This  Power  of  Attorney  shall
terminate at the end of my appointed term as Director.

WITNESS MY HAND AND SEAL this 1st day of October, 2000.

                                /s/Jerald R. Hinrichs
                                Jerald R. Hinrichs
                                Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I,  Michael B.  Kitchen,  a director  of CUNA
Mutual Life Insurance Company,  a life insurance company  incorporated under the
laws of and  domiciled  in the  State of Iowa,  hereby  appoint,  authorize  and
empower Kevin S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  severally, as
my  attorneys  and agents for me and in my name as  director of CUNA Mutual Life
Insurance  Company on behalf of CUNA  Mutual  Life  Insurance  Company  and CUNA
Mutual Life Variable  Annuity Account (or otherwise) with full power to prepare,
review, execute,  deliver and file Pre-Effective  Amendments with the Securities
and  Exchange  Commission  for the CUNA Mutual Life  Variable  Annuity  Account,
Registration  Nos.  333-40304  and  333-40320.  This  Power  of  Attorney  shall
terminate at the end of my appointed term as Director.

WITNESS MY HAND AND SEAL this 1st day of October, 2000.

                                /s/Michael B. Kitchen
                                Michael B. Kitchen
                                Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, Robert T. Lynch, a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint,  authorize and empower Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  severally,  as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Annuity  Account (or  otherwise)  with full power to prepare,  review,
execute,  deliver and file  Pre-Effective  Amendments  with the  Securities  and
Exchange   Commission  for  the  CUNA  Mutual  Life  Variable  Annuity  Account,
Registration  Nos.  333-40304  and  333-40320.  This  Power  of  Attorney  shall
terminate at the end of my appointed term as Director.

WITNESS MY HAND AND SEAL this 1st day of October, 2000.

                                /s/Robert T. Lynch
                                Robert T. Lynch
                                Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE  PRESENTS,  that I, Brian L.  McDonnell,  a  director  of CUNA
Mutual Life Insurance Company,  a life insurance company  incorporated under the
laws of and  domiciled  in the  State of Iowa,  hereby  appoint,  authorize  and
empower Kevin S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  severally, as
my  attorneys  and agents for me and in my name as  director of CUNA Mutual Life
Insurance  Company on behalf of CUNA  Mutual  Life  Insurance  Company  and CUNA
Mutual Life Variable  Annuity Account (or otherwise) with full power to prepare,
review, execute,  deliver and file Pre-Effective  Amendments with the Securities
and  Exchange  Commission  for the CUNA Mutual Life  Variable  Annuity  Account,
Registration  Nos.  333-40304  and  333-40320.  This  Power  of  Attorney  shall
terminate at the end of my appointed term as Director.

WITNESS MY HAND AND SEAL this 1st day of October, 2000.

                                /s/Brian L. McDonnell
                                Brian L. McDonnell
                                Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS,  that I, C. Alan Peppers,  a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint,  authorize and empower Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  severally,  as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Annuity  Account (or  otherwise)  with full power to prepare,  review,
execute,  deliver and file  Pre-Effective  Amendments  with the  Securities  and
Exchange   Commission  for  the  CUNA  Mutual  Life  Variable  Annuity  Account,
Registration  Nos.  333-40304  and  333-40320.  This  Power  of  Attorney  shall
terminate at the end of my appointed term as Director.

WITNESS MY HAND AND SEAL this 1st day of October, 2000.

                                /s/C. Alan Peppers
                                C. Alan Peppers
                                Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, Omer K. Reed, a director of CUNA Mutual Life
Insurance Company,  a life insurance company  incorporated under the laws of and
domiciled in the State of Iowa,  hereby appoint,  authorize and empower Kevin S.
Thompson,  Steve R. Suleski, or Faye A. Patzner,  severally, as my attorneys and
agents for me and in my name as director of CUNA Mutual Life  Insurance  Company
on behalf of CUNA Mutual Life  Insurance  Company and CUNA Mutual Life  Variable
Annuity  Account (or  otherwise)  with full power to prepare,  review,  execute,
deliver and file  Pre-Effective  Amendments  with the  Securities  and  Exchange
Commission for the CUNA Mutual Life Variable Annuity Account,  Registration Nos.
333-40304 and 333-40320. This Power of Attorney shall terminate at the end of my
appointed term as Director.

WITNESS MY HAND AND SEAL this 1st day of October, 2000.

                                /s/Omer K. Reed
                                Omer K. Reed
                                Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS,  that I, Neil A. Springer, a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint,  authorize and empower Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  severally,  as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Annuity  Account (or  otherwise)  with full power to prepare,  review,
execute,  deliver and file  Pre-Effective  Amendments  with the  Securities  and
Exchange   Commission  for  the  CUNA  Mutual  Life  Variable  Annuity  Account,
Registration  Nos.  333-40304  and  333-40320.  This  Power  of  Attorney  shall
terminate at the end of my appointed term as Director.

WITNESS MY HAND AND SEAL this 1st day of October, 2000.

                                /s/Neil A. Springer
                                Neil A. Springer
                                Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, Farouk D. G. Wang, a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint,  authorize and empower Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  severally,  as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Annuity  Account (or  otherwise)  with full power to prepare,  review,
execute,  deliver and file  Pre-Effective  Amendments  with the  Securities  and
Exchange   Commission  for  the  CUNA  Mutual  Life  Variable  Annuity  Account,
Registration  Nos.  333-40304  and  333-40320.  This  Power  of  Attorney  shall
terminate at the end of my appointed term as Director.

WITNESS MY HAND AND SEAL this 1st day of October, 2000.

                                /s/Farouk D. G. Wang
                                Farouk D. G. Wang
                                Director, CUNA Mutual Life Insurance Company


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS,  that I, Larry T. Wilson,  a director of CUNA Mutual
Life Insurance Company, a life insurance company  incorporated under the laws of
and domiciled in the State of Iowa, hereby appoint,  authorize and empower Kevin
S. Thompson,  Steve R. Suleski, or Faye A. Patzner,  severally,  as my attorneys
and agents  for me and in my name as  director  of CUNA  Mutual  Life  Insurance
Company on behalf of CUNA  Mutual  Life  Insurance  Company and CUNA Mutual Life
Variable  Annuity  Account (or  otherwise)  with full power to prepare,  review,
execute,  deliver and file  Pre-Effective  Amendments  with the  Securities  and
Exchange   Commission  for  the  CUNA  Mutual  Life  Variable  Annuity  Account,
Registration  Nos.  333-40304  and  333-40320.  This  Power  of  Attorney  shall
terminate at the end of my appointed term as Director.

WITNESS MY HAND AND SEAL this 1st day of October, 2000.

                                /s/Larry T.  Wilson
                                Larry T.  Wilson
                                Director, CUNA Mutual Life Insurance Company




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