CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
497, 2000-11-06
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                       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 31, 2000

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

                         MEMBERS Choice Variable Annuity

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

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

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 31, 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 HIGHTLIGHTS.......................................................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..........................................6
CUNA Mutual Life Insurance Company..........................................6
CUNA Mutual Life Variable Annuity Account...................................7
The Underlying Funds........................................................7
Availiability of Funds......................................................9
Voting Rights...............................................................9
Material Conflicts..........................................................9
Substitution of Securities.................................................10

DESCRIPTION OF THE CONTRACT................................................10
Issuance of a Contract.....................................................10
Right to Examine...........................................................10
Purchase Payments..........................................................10
Allocation of Purchase Payments............................................10
Contract Value.............................................................11
Transfer Privileges........................................................11
Surrenders (Redemption) and Partial Withdrawals............................13
Contract Loans.............................................................14
Death Benefit Before Payout Date...........................................14
Proportional Adjustment for Partial Withdrawals............................15

MISCELLANEOUS MATTERS......................................................15
Payments...................................................................15
Modification...............................................................16
Reports to Owners..........................................................16
Inquiries..................................................................16

INCOME PAYMENT OPTION......................................................17
Payout Date and Proceeds...................................................17
Election of Income Payment Options.........................................17
Fixed Income Payments......................................................17
Variable Income Payments...................................................17
Description of Income Payment Options......................................18
Death Benefit After the Payout Date........................................19

CHARGES AND DEDUCTIONS.....................................................20
Mortality and Expense Risk Charge..........................................20
Fund Expenses..............................................................20
Annual Contract Fee........................................................20
Transfer Processing Fee....................................................20
Lost Contract Request......................................................20
Premium Taxes..............................................................20
Other Taxes................................................................21

RIDERS AND ENDORSEMENTS....................................................22
Maximum Anniversary Value Death Benefit....................................22
5% Annual Guarantee Death Benefit..........................................22
Enhanced Death Benefit Rider Charges.......................................23

ADVERTISING AND SUBACCOUNT PERFORMANCE SUMMARY.............................23

FEDERAL TAX MATTERS........................................................25
Introduction...............................................................25
Tax Status of the Contract.................................................25
Taxation of Annuities......................................................26
Transfers, Assignments or Exchanges of a Contract..........................28
Withholding................................................................28
Multiple Contracts.........................................................28
Taxation of Qualified Plans................................................29
Possible Charge for the Company's Taxes....................................31
Other Tax Consequences.....................................................31

LEGAL PROCEEDINGS..........................................................32

FINANCIAL STATEMENTS.......................................................32

<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 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.

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.

Income Unit

A unit of measure used to calculate variable Income Payments.

Loan Account

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

Loan Amount

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 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, and less any  applicable  rider
charges as of the Payout Date.

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 or Premium  Expense Charge) and any Contract Value
transferred out of that Subaccount.

Surrender Value

The Contract Value less any applicable 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
     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%             0.95%
</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:


-------------------------- ------------ ------------- ------------ -------------
Subaccount                   1 Year       3 Years       5 Years      10 Years
-------------------------- ------------ ------------- ------------ -------------
Money Market                   $20          $62          $106          $230
-------------------------- ------------ ------------- ------------ -------------
Bond                           $21          $65          $111          $240
-------------------------- ------------ ------------- ------------ -------------
Balanced                       $23          $69          $119          $255
-------------------------- ------------ ------------- ------------ -------------
High Income                    $23          $71          $122          $261
-------------------------- ------------ ------------- ------------ -------------
Growth and Income              $22          $66          $114          $245
-------------------------- ------------ ------------- ------------ -------------
Capital Appreciation           $24          $72          $124          $266
-------------------------- ------------ ------------- ------------ -------------
Mid-Cap Stock                  $26          $78          $134          $286
-------------------------- ------------ ------------- ------------ -------------
Emerging Growth                $24          $74          $127          $271
-------------------------- ------------ ------------- ------------ -------------
International Stock            $28          $84          $144          $305
-------------------------- ------------ ------------- ------------ -------------
Global Securities              $25          $77          $132          $281
-------------------------- ------------ ------------- ------------ -------------

The examples provided above assume that no transfer charges,  or Premium Expense
Charges,  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, the minimum initial purchase payment is $25,000.

Allocation of Purchase  Payments.  You may allocate  purchase payments to one or
more of the Subaccounts of the Variable Account.  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) 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:

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
in the distribution of 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  charges 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.

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.

<PAGE>

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 is 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
even,  Owners will no longer be able to allocate  purchase  payments or transfer
Contract Value to the Subaccount investing in that 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
contacts issues by the Company.  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>

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

Generally, the minimum amount required to purchase a Contract is $25,000.

The minimum size for a 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  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.  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  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,  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 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 as described below.

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.

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.

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.) 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  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  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.

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

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,  or (3) the Owner  requests  that his or her
participation in the plan cease.

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 Issue
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.

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.

(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 ) 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
Variable Account will be used to provide a variable Income Payment Option.

The Payout Proceeds equal the Contract Value:

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

     (2)  minus any applicable Loan Amount; and

     (3)  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 life income 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  Owner or Payee  selects.  Under  this  option,  the Payee may
withdraw  part  or all of the  proceeds  at any  time.  This  option  may not be
available in all states.

Option 2 - 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
joint Annuitants remain alive. If after the second Annuitant 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.

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 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  payment  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 Loans Amount and Premium Expense Charges 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 Amount and Premium  Expense  Charges 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 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  pro-rata.  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.

<PAGE>

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  (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. 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.

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 than 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..............................5
     Effect of the Annual Contract Fee on Performance
       Data...........................................8

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

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

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

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

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

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

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

You may obtain a copy of the Statement of Additional  Information free of charge
by  writing to or calling us at the  address or  telephone  number  shown at the
beginning of this Prospectus.

<PAGE>

                         MEMBERS CHOICE VARIABLE ANNUITY

                       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.........................................6
         Other Total Returns..................................................6
         Effect of the Annual Contract Fee on Performance Data................6

VARIABLE INCOME PAYMENTS......................................................7
         Assumed Investment Rate..............................................7
         Amount of Variable Income Payments...................................7
         Annuity Unit Value...................................................7

LEGAL MATTERS.................................................................9

EXPERTS.......................................................................9

OTHER INFORMATION............................................................10

FINANCIAL STATEMENTS.........................................................10

CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT....................................11
CUNA MUTUAL LIFE INSURANCE COMPANY...........................................25


<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 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.  The Owner
must indicate in the loan application from which Subaccount 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.  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) as requested by the Owner.

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 (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.


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.


Other Subaccount Yields

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

The yield is computed by:

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

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

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

     4)   multiplying that result by 2.

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

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

Where:

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

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

     U  = the average number of units outstanding.

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

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


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


Average Annual Total Returns

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

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

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


Standard  average  annual total returns are  calculated  using  Subaccount  unit
values  which  the  Company  calculates  on  each  Valuation  Day  based  on the
performance  of  the  Subaccount's  underlying  Fund,  the  deductions  for  the
mortality  and  expense  risk  charge,   the  deductions  for  the   asset-based
administration  charge and the annual Contract fee. The calculation assumes that
the  Contract  fee is $30 per  year  per  Contract  deducted  at the end of each
Contract  year.  For purposes of  calculating  average  annual total return,  an
average per-dollar per-day Contract fee attributable to the hypothetical account
for the period is used. The calculation  also assumes  surrender of the Contract
at the  end of the  period  for  the  return  quotation.  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 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                    3.23%          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>


Other Total Returns


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 Unit 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 -
<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>

<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>



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