Steven R. Suleski
Vice President
Office of General Counsel
Phone: 608.231.7653
Fax: 608.236.7653
E-mail: steve.suleski@cunamutual.com

October 17, 2007

BY EDGAR
- --------

Rebecca Marquigny, Esq.
U.S. Securities and Exchange Commission
Division of Investment Management
Office of Insurance Products
100 F Street, NE
Washington, DC 20549

RE: CUNA MUTUAL LIFE VARIABLE ANNUITY ACCOUNT
POST-EFFECTIVE AMENDMENT NO. 10 TO REGISTRATION STATEMENT
ON FORM N-4, SEC FILE NOS. 333-116426; 811-8260
-----------------------------------------------

Dear Ms. Marquigny:

On behalf of CUNA Mutual Life Insurance Company (the "Company") and the CUNA
Mutual Life Variable Annuity Account (the "Variable Account"), I am providing
the Company's response to your comments given orally to Pamela Ellis of
Sutherland Asbill & Brennan LLP on October 11-12, 2007 with regard to
Post-Effective Amendment No. 10 to the above-referenced registration statement.

Post-Effective Amendment No. 11 (the "Amendment") to registration statement will
be filed with the Commission on or before October 29, 2007. The draft Amendment
has been marked to reflect changes made in response to your comments, as well as
additional conforming and editorial changes. Page number references are to the
Prospectus and Statement of Additional Information to be filed as part of the
Amendment. For your convenience, attached is a draft of the Prospectus and
Statement of Additional Information marked against Post-Effective Amendment No.
10.

Set forth below are your comments on Post-Effective Amendment No. 10. The
Company's response follows each comment.

1. COVER PAGE. PLEASE CLARIFY THAT THE PURCHASE PAYMENT CREDIT EXPENSES IN THE
CONTRACT MAY BE HIGHER THAN CONTRACTS THAT DO NOT HAVE PURCHASE PAYMENT
CREDITS. ALSO STATE CLEARLY THAT THE VALUE OF THE CREDIT MAY BE MORE THAN
OFFSET BY THE ADDITIONAL FEES AND CHARGES OF PROVIDING THE CREDIT.

The following language will be added to the cover page:

R. Marquigny, Esq.
October 17, 2007
Page 2

The Company also offers you the opportunity to elect to have an
additional payment, called a Purchase Payment Credit, added to your
Contract Value, for each purchase payment you make. The overall
expenses of a Contract with Purchase Payment Credits may be higher than
a Contact that does not have Purchase Payment Credits. You should know
that over time and under certain circumstances (such as an extended
period of poor market performance), the costs associated with the
Purchase Payment Credits may exceed the sum of the Purchase Payment
Credits and any related earnings. You should consider this possibility
before electing that optional benefit.

2. PAGE 1 -- DEFINITIONS. CLARIFY THAT THE PAYOUT DATE IS WHEN THE
ACCUMULATION PERIOD ENDS AND THE ANNUITY PERIOD BEINGS.

The definition of Payout Date will be revised as follows:

Payout Date: The date when Income Payments will begin if the Annuitant
is still living. The anticipated Payout Date is shown on your
Contract's data page.

3. PAGE 2 -- DEFINITIONS - VARIABLE ACCOUNT VALUE, FIXED ACCOUNT VALUE,
SUBACCOUNT VALUE AND CONTRACT VALUE. THE PRECEDING DEFINITIONS DO NOT
INCLUDE PURCHASE PAYMENT CREDITS. PLEASE REVISE THOSE DEFINITIONS, AS
APPROPRIATE, TO INCLUDE PURCHASE PAYMENTS.

The definitions of Fixed Account Value and Subaccount Value will be revised
as follows:

Fixed Contract Value -- The value of the Contract Value (including any
Contract Value Increase Enhancement and Purchase Payment Credit) in the
Fixed Account.

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

4. DEFINITIONS. ADD THE FOLLOWING TERMS TO THE DEFINITIONS SECTION:

- COMPANY
- BENEFIT BASIS
- INDIVIDUAL FUND OPTION
- MINIMUM CHARGE PERIOD

The following definitions will be added:

- Company -- CUNA Mutual Life Insurance Company.
- Benefit Basis - The Benefit Basis is the amount upon which
your Guaranteed Minimum Accumulation Benefit or Guaranteed
Minimum Withdrawal Benefit is based. It should not be confused
with your Contract Value or Surrender Value.

R. Marquigny, Esq.
October 17, 2007
Page 3

- Individual Fund Option - Certain individual subaccounts are
available as allocation options in conjunction with the
Guaranteed Minimum Accumulation Benefit and Guaranteed Minimum
Withdrawal Benefits. These subaccounts are referred to as
Individual Fund Options.
- Minimum Charge Period - The minimum period of time before you
may terminate one of the living benefit riders. If you
transfer out of an available allocation option, you will still
have to pay the Guaranteed Minimum Accumulation Benefit or
Guaranteed Minimum Withdrawal Benefit charge until the end of
the minimum charge period, unless you terminate the contract.

5. PAGE 2 -- EXPENSE TABLES - TRANSACTION FEE TABLE. ADD THE RANGE OF STATE
PREMIUM TAXES TO THE OWNER TRANSACTIONS FEE TABLE OR FOOTNOTE THE TABLE
WITH THAT INFORMATION.

The sentence preceding the Owner Transaction Expenses Table will be revised
as follows:

State premium taxes that currently range from 0% to 3.5% may also be
deducted.

6. PAGE 2 -- EXPENSE TABLES - FEE TABLES - FOOTNOTES. TO CLARIFY THE
INFORMATION IN THE FEE TABLES, PLEASE REVISE THE PLACEMENT OF FEE TABLE
FOOTNOTES.

The footnotes will be consolidated and will be placed at the end of the
last table in the expense table section of the Prospectus.

7. PAGE 2 -- EXPENSE TABLES - OWNER TRANSACTION EXPENSES TABLE. USE THE
GUARANTEED RATE FOR THE LOAN INTEREST SPREAD, NOT THE CURRENT RATE.

The table on page 3 will be updated to include the guaranteed rate for the
loan interest spread.

8. STATEMENT OF ADDITIONAL INFORMATION - LOAN INTEREST. THE INFORMATION IN
THIS SECTION IS INCONSISTENT WITH THE FEE TABLE. PLEASE MAKE CERTAIN IT IS
CONSISTENT.

See response to comment 7.

9. PAGE 3 -- EXPENSE TABLES - PERIODIC CHARGES OTHER THAN FUND EXPENSES -
ANNUAL CHARGES FOR OPTIONAL RIDERS AND ENDORSEMENTS. THE HEADING STATES
THAT CHARGES ARE THE ANNUAL CHARGE BUT PARENTHETICALS STATE THAT CHARGES
ARE AS A PERCENTAGE OF MONTHLY CONTRACT VALUE. A READER COULD BE CONFUSED
AS TO THAT THE CHARGE REPRESENTS. PLEASE CLARIFY.

The following language will be included in footnote 7 on page 3:

These rider fees are deducted from Contract Value on Contract
Anniversary or at the time of surrender, death, or rider termination.
The rate shown is multiplied by the average of the Contract Values on
each of the 12 prior monthly anniversaries. Fees for these riders are
not deducted on the issue date until the first Contract Anniversary if
the rider is elected at contract issue.

R. Marquigny, Esq.
October 17, 2007
Page 4

10. PAGE 3 -- EXPENSE TABLES - PERIODIC CHARGES OTHER THAN FUND EXPENSES -
GUARANTEED MINIMUM WITHDRAWAL BENEFIT AND GUARANTEED MINIMUM ACCUMULATION
BENEFIT. CLARIFY WHICH RIDER IS AVAILABLE CURRENTLY AND INDICATE MUTUAL
EXCLUSION.

The presentation of the fees associated with the Guaranteed Minimum
Withdrawal Benefit and Guaranteed Minimum Accumulation Benefit riders will
be revised to clarify which rider is currently available and indicate
mutual exclusion.

11. PAGE 4 -- EXPENSE TABLES - EXAMPLES OF MAXIMUM CHARGES. PLEASE SHOW THE
MOST EXPENSIVE COMBINATION OF EXPENSES WHICH WOULD BE THE NEW GUARANTEED
MINIMUM WITHDRAWAL BENEFIT AND GUARANTEED MINIMUM ACCUMULATION BENEFIT
RIDERS AND WHICH ASSET CLASS IS BEING SHOWN.

The fee table examples will be revised to show the most expensive
combination of expenses and to disclose that the L-Share Class is being
shown.

12. PAGES 5 AND 14 -- RIGHT TO EXAMINE PERIOD. CLARIFY WHAT AN OWNER WOULD
RECEIVE IF THE BONUS IS NOT RECAPTURED, AND WHAT THE OWNER WOULD RECEIVE IF
CUNA RECEIVES THE CREDIT RECAPTURE RELIEF.

The disclosure will be revised as follows:

If the SEC grants the Company's request for exemptive relief, the
Company will recapture any Purchase Payments Credits applied to your
Contract if you surrender during the Right to Examine Period so that
you will receive Contract Value less any Purchase Payment Credits on
the date the Home Office receives the Written Request, or if greater
and required by the law of your state, purchase payments minus any
withdrawals you previously made.

13. PAGE 5 AND 14 -- RIGHT TO EXAMINE PERIOD. CLARIFY THAT THE OWNER WOULD
RECEIVE THE GREATER OF I) AND II) OR III) UPON CANCELLATION OF THE CONTRACT
DURING THE RIGHT TO EXAMINE PERIOD.

(iii) will be revised as follows:

(iii) if greater than (i) or( ii) and required by the law of
your state, your purchase payments minus any withdrawals
you previously made.

R. Marquigny, Esq.
October 17, 2007
Page 5

14. PAGES 7 AND 15 -- THE CLASSES. DESCRIBE THE PROS AND CONS OF SELECTING EACH
CLASS.

On pages 7 and 17, the following Class information will be revised as
follows:

B-SHARE CLASS -- imposes a surrender charge on withdrawals of up to 8%
of each purchase payment. This percentage decreases by 1% annually over
the 7 years following the date each purchase payment is credited to
your Contract. Each purchase payment carries it's own surrender charge,
and therefore payment of additional purchase payments will increase the
surrender charge amount over the following 7 years. The mortality and
expense risk charge for B-Share Class Contracts is 1.15% (assessed
daily, as an annual percentage of average Variable Contract Value); and

L-SHARE CLASS -- imposes a surrender charge on withdrawals of up to 8%
of each purchase payment. This percentage decreases by 1% annually over
the 4 years following the date each payment is credited to your
Contract. Beginning on the fifth contract anniversary, there is no
surrender charge on any purchase payments. The mortality and expense
risk charge for L-Share Class Contracts is 1.65% (assessed daily, as an
annual percentage of average Variable Contract Value).

You may wish to purchase a B-Share Class Contract if you are not
concerned about the need for access to 100% of your Contract Value
without paying a surrender charge over the seven years after you make a
purchase payment. The B-Share Class Contract mortality and expense risk
charges are lower than those of the L-Share Class Contract. Also, you
may only elect to receive Purchase Payment Credits if you elect the
B-Share Class Contract.

You may wish to purchase an L-Share Class Contract if you feel you will
need access to 100% of your money without paying a surrender charge
after four years from the Contract Issue Date. You will pay higher
expenses (including higher mortality and expense risk charges) for this
additional liquidity.

15. PAGES 7 AND 15 -- THE CLASSES. CLARIFY THAT THE SURRENDER CHARGE IS UP TO
8%, ETC. ON WITHDRAWALS AND DISCUSS HOW THE PURCHASE PAYMENTS WOULD
INCREASE THE SURRENDER CHARGES.

See the Response to Comment 14. In addition, the following disclosure will
be added on page 10 of the Prospectus:

Therefore, the more purchase payments you make, the higher your
surrender charge could be if you surrender or take a withdrawal during
the surrender charge period.

16. PAGE 7 -- SUMMARY -- SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE).
DISCLOSE THAT IF THE OWNER ELECTS TO RECEIVE PURCHASE PAYMENT CREDITS THAT
THE SURRENDER CHARGES WILL INCREASE.

The following language will be included on page 8 of the Prospectus:

R. Marquigny, Esq.
October 17, 2007
Page 6

Surrender charges only apply to purchase payments. Therefore, even
though the percentage rate of the surrender charge assessed against
purchase payments increases by 1% if you elect to receive Purchase
Payment Credits, surrender charges are never assessed against the
Purchase Payment Credits themselves or against Credit Value Increase
Enhancements.

17. PAGE 7 -- SUMMARY -- SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE) --
STATE IN THE PROSPECTUS HOW THE SURRENDER CHARGE IS DEDUCTED.

On Page 20 of the Prospectus in Post-Effective Amendment No. 10, the
Company disclosed that surrender charge deducted from remaining Contract
Value.

18. PAGE 7 -- SUMMARY - ANNUAL CONTRACT FEE. DISCLOSE WHETHER THE FEE IS WAIVED
IF AT ANY POINT IN TIME THE ACCOUNT VALUE DURING THE CONTRACT YEAR IS AT
LEAST EQUAL TO $50,000; IF THE ANNUAL FEE IS WAIVED ONLY IF THE ACCOUNT
VALUE ON THE DATE OF DEDUCTION IS AT LEAST EQUAL TO $50,000; OR IF THE
ANNUAL FEE IS WAIVED ONLY IF THE ACCOUNT VALUE DURING THE CONTRACT YEAR IS
AT LEAST $50,000 ON EACH DAY DURING THAT CONTRACT YEAR.

The disclosure will be revised as follows:

(This fee is currently waived if Contract Value is $50,000 or more on
the date the fee is deducted.)

19. PAGE 15 -- DESCRIPTION OF THE CONTRACT - CONTRACT VALUE INCREASE
ENHANCEMENT. DISCLOSE WHETHER THE ENHANCEMENT IS TREATED AS "B-SHARE,"
"L-SHARE," OR "PURCHASE PAYMENT CREDIT SHARE?" DOES THE ENHANCEMENT
AUTOMATICALLY GO INTO THE SHARE CLASS THAT THE OWNER ELECTED?

The following disclosure on page 17 of the Prospectus will be revised as
follows:

The Company will allocate the amount of the Contract Value Increase
Enhancement pro-rata according to the owner's purchase payment
allocation in the Class elected by the Owner.

20. PAGE 20 -- DESCRIPTION OF THE CONTRACT - SURRENDER (REDEMPTION) AND PARTIAL
WITHDRAWALS. THE LAST SENTENCE OF SEVERAL OF THE PARAGRAPHS IN THIS SECTION
STATE THAT THE COMPANY "DOES NOT APPLY A SURRENDER CHARGE ON CONTRACT VALUE
INCREASE ENHANCEMENTS AND PURCHASE PAYMENT CREDITS." THIS SEEMS TO
CONTRADICTS THE FEE TABLE. PLEASE CLARIFY.

The disclosure on page 20 of the Prospectus will be revised as follows:

R. Marquigny, Esq.
October 17, 2007
Page 7

21. PAGE 27 -- CHARGES AND DEDUCTIONS - SURRENDER CHARGE (CONTINGENT DEFERRED
SALES CHARGES) - CHARGE FOR A PARTIAL WITHDRAWAL OR SURRENDER. IN THE LAST
SENTENCE OF THIS SECTION, THE COMPANY INDICATES THAT THE SURRENDER CHARGES
WILL NOT EXCEED 8.1% OF PURCHASE PAYMENTS. THIS SEEMS CONTRARY TO THE FEE
TABLE WHERE THE MAXIMUM SURRENDER CHARGE IS 8.0%. PLEASE REVISE.

The disclosure on page 29 of the Prospectus will be revised as follows:

Assuming you elect to receive Purchase Payment Credits and you withdraw
all purchase payments within one year of payment, in no event will the
surrender charges the Company imposes, when added to any surrender
charges previously assessed on the Contract exceed 8.1% of aggregate
purchase payments made to date for that Contract. The surrender charge
percentage rate in this case is 9% of purchase payments withdrawn, but
10% of these payments will not be assessed a surrender charge, as
described below. The maximum surrender charge imposed on a single
withdrawal is 9%, assuming the amount not subject to surrender charge
for the contract year has already been utilized by a prior withdrawal.

22. PAGE 27 -- CHARGES AND DEDUCTIONS - SURRENDER CHARGE (CONTINGENT DEFERRED
SALES CHARGES). CHARGE FOR A PARTIAL WITHDRAWAL OR SURRENDER. THE COMPANY
DISCUSSES HOW THE ORDER IN WHICH WITHDRAWALS ARE TAKEN VARIES IF THE OWNER
ELECTS THE PURCHASE PAYMENT CREDITS. EXPLAIN WHAT THE IMPACT OF THE REVISED
ORDER WOULD MEAN AND DISCUSS HOW IT WOULD DIFFER FOR A CONTRACT WITHOUT
PURCHASE PAYMENT CREDITS. THIS SAME COMMENT APPLIES TO AMOUNTS NOT SUBJECT
TO SURRENDER CHARGE.

The following disclosure will be added:

This change in withdrawal order has no impact on taxation of the
withdrawal. However, it does mean that you will not have access to 100%
of the gain in your Contract without first withdrawing 100% of your
purchase payments and paying any associated surrender charges. This
assumption works to your disadvantage if you anticipate a current need
to assess your Contract Value.

23. PAGE 33 -- OPTIONAL BENEFIT RIDERS. THE LAST SENTENCE OF THIS SECTION
INDICATES THAT THE BENEFITS ARE SUBJECT TO THE COMPANY'S CLAIMS-PAYING
ABILITY. EXPLAIN IN PLAIN-ENGLISH WHAT THIS WOULD MEAN FOR AN OWNER.

The following language will be added on page 29 after the last sentence in
the above stated section:

R. Marquigny, Esq.
October 17, 2007
Page 8

Therefore, if the Company becomes insolvent, the benefits may not be
paid.

24. PAGE 35 -- OPTIONAL BENEFIT RIDERS - GUARANTEED MINIMUM WITHDRAWAL BENEFIT
- WITHDRAWALS IN GENERAL. BOLDED SENTENCES DISCUSS THE "AUTOMATIC REQUIRED
MINIMUM DISTRIBUTION PLAN." THIS PLAN IS NOT DESCRIBED IN THE PROSPECTUS.
PLEASE DESCRIBE THE PLAN AND PROVIDE A CROSS-REFERENCE TO WHERE THAT
DISCUSSION APPEARS.

The following disclosure will be added on page __ of the Prospectus:

Automatic Required Minimum Distribution Plan. Certain qualified plans
require that you begin to take distributions by age 70 1/2. To help make
these distributions, the Company offers its Automatic Required Minimum
Distribution plans. The Automatic Required Minimum Distribution plan can be
used by individuals participating in a Tax Sheltered Annuity (TSA),
Individual Retirement Annuity (IRA), or Simplified Employee Pension (SEP).
If the owner elects to use this plan, scheduled withdrawals using the
previous December 31 year-end value divided by the appropriate life
expectancy factor will automatically be taken from their contract value.
These scheduled withdrawal amounts will satisfy minimum distribution
requirements."

A reference to this section has also been included in the prospectus on
page 38.

25. PAGE 37 -- OPTIONAL BENEFIT RIDERS - GUARANTEED MINIMUM WITHDRAWAL BENEFIT
- EXCESS WITHDRAWALS. DISCLOSE WHETHER THE OWNER WILL RECEIVE NOTICE OF
WHAT THE NEW GALWA AND LIFETIME BENEFIT BASIS WILL BE AFTER AN EXCESS
WITHDRAWAL.

The following disclosure will be added on page __ of the Prospectus:

The Company will send you notice of the amount of your reduced lifetime
benefit basis and GALWA within seven days of the date the excess
withdrawal is made.

26. PAGES 37-38 -- OPTIONAL BENEFIT RIDERS - GUARANTEED MINIMUM WITHDRAWAL
BENEFIT -- INVESTMENT OPTIONS. IN A RESPONSE LETTER TO THE SEC STAFF,
EXPLAIN WHETHER THE INVESTMENT MODELS ARE STATIC OR DYNAMIC AND THE BASIS
FOR THAT CONCLUSION. THIS COMMENT APPLIES WHEREVER THE MODELS ARE DISCUSSED
IN THE PROSPECTUS.

Certain disclosure about the Investment Options which are available to
Owners who elect guaranteed living benefits will be revised as follows:

Subject to approval or consent required by applicable law, the Company
reserves the right to:

(i) add benefit allocation models without prior notice;
(ii) remove benefit allocations models for newly issued
contracts; and
(iii) substitute investment options within an available
benefit allocation models.

R. Marquigny, Esq.
October 17, 2007
Page 9

If the Company removes a benefit allocation model, existing contracts
that are using the model at the time it is removed may continue to use
it. It will not be available for newly issued contracts, nor will
existing contracts be able to switch to the removed model.

Whatever benefit allocation model the Owner elects when he or she purchases
a guaranteed living benefit will remain the Investment Option in which the
Owner's funds are invested regardless of future changes to the model. Those
future changes will not apply the version of the benefit allocation model
in which the Owner is invested. It is up to Owner to elect to revise his or
her choice of Investment Option, including asset allocation model.

27. PAGE 38 -- OPTIONAL BENEFIT RIDERS - GUARANTEED MINIMUM WITHDRAWAL BENEFIT
-- INVESTMENT OPTIONS. CLARIFY THAT ANY CHANGE THAT ALLOCATION OF NET
PURCHASE PAYMENTS WILL BE PRICED AT NAV NEXT DETERMINED.

The disclosure will be revised to state "and will be processed on the
Valuation Day received at the price next computed."

28. PAGE 40 -- OPTIONAL BENEFIT RIDERS - GUARANTEED MINIMUM ACCUMULATION
BENEFIT. THE WORD "GENERALLY" IS USED IN THE FIRST SENTENCE. PLEASE REMOVE
AND EXPLAIN THE EXCEPTIONS IN THE TEXT.

The word "generally" will be removed and the explanation "subject to state
availability" will be added to page 31 of the Prospectus.

29. PAGE 42 -- OPTIONAL BENEFIT RIDERS - GUARANTEED MINIMUM ACCUMULATION
BENEFIT - STEP-UP. THE COMPANY STATES THAT IF IT IS NO LONGER OFFERING THE
GUARANTEED MINIMUM ACCUMULATION BENEFIT, THAT IT WILL DETERMINE THE CHARGE.
PLEASE PROVIDE THE MAXIMUM CHARGE (I.E., NO GREATER THAN THE MAXIMUM CHARGE
THAT IS IN THE FEE TABLE).

The Company will revise the disclosure on page 52 of the Prospectus as
follows:

If the Company is no longer offering the rider, the charge will be set
up by the Company at its complete discretion. However, the maximum
charge the Company will assess is 1.00%. In the event we no longer
issue these riders, we will disclose the charge for step-ups and
renewals in the prospectus and we will give you notice prior to any
step-up or renewal you elect.

30. PAGE 43 -- OPTIONAL BENEFIT RIDERS - GUARANTEED MINIMUM ACCUMULATION
BENEFIT - RENEWAL AND CONVERSATION. THE COMPANY REFERS TO A MINIMUM CHARGE
PERIOD. PLEASE CLARIFY WHAT THIS MEANS.

The disclosure will be revised so that the term "Minimum Charge Period" is
defined in the Definitions section of the prospectus. See Response to
Comment 4.

In addition, the following disclosure will be added on page __:

R. Marquigny, Esq.
October 17, 2007
Page 10

You will have to pay for the benefit for at least seven years unless you
terminate the Contract.

31. PAGE 43 -- OPTIONAL BENEFIT RIDERS - GUARANTEED MINIMUM ACCUMULATION
BENEFIT / GUARANTEED MINIMUM ACCUMULATION BENEFIT CHARGE. THE DISCLOSURE
DOES NOT DISCUSS WHAT THE CHARGE IS FOR NEW CONTRACTS DURING THE FIRST
CONTRACT YEAR. PLEASE DISCLOSE.

The charge is not assessed during the first Contract year if the Guaranteed
Minimum Withdrawal Benefit or the Guaranteed Minimum Accumulation Benefit
is elected at Contract issue.

32. PAGE 43 -- GUARANTEED MINIMUM ACCUMULATION BENEFIT / GUARANTEED MINIMUM
ACCUMULATION BENEFIT CHARGE. DISCLOSE I) HOW THE GUARANTEED MINIMUM
ACCUMULATION BENEFIT CHARGE PERCENTAGE CHANGES, AND III) HOW THE GUARANTEED
MINIMUM ACCUMULATION CHARGE PERCENTAGE IS COMMUNICATED TO THE OWNER. THIS
MATTERS BECAUSE THE COMPANY STATES THAT IT CAN CHANGE THE CHARGE
PERCENTAGE.

The following language will be included on page 46 of the Prospectus:

If the Company no longer issues these riders, it will set the charge
for step-ups or renewals at its sole discretion. However, the maximum
charge the Company will assess is 1.00%. In the event we no longer
issue these riders, we will disclose the charge for step-ups and
renewals in the prospectus and we will give you notice prior to any
step-up or renewal you elect.

33. PAGE 43 -- OPTIONAL BENEFIT RIDER - GUARANTEED MINIMUM ACCUMULATION
BENEFIT. CAN A SPOUSE ROLL-OVER TO A GUARANTEED MINIMUM ACCUMULATION
BENEFIT? IF YES, WILL THE ROLL-OVER BE TREATED AS A NEW RIDER WITH HIGHER
CHARGES? IF SO, PLEASE DISCLOSE.

The following language will be included on page 45 of the prospectus:

34. PAGE 46 -- FEDERAL TAX MATTERS - TAXATION OF ANNUITIES / GENERAL. CLARIFY
WHAT IS MEANT BY THE FOLLOWING SENTENCE "FOR TAX PURPOSES, WE INTEND TO
TREAT WITHDRAWALS MADE PRIOR TO THE DATE OF GMWB SETTLEMENT AS
WITHDRAWALS...."

The sentence will be revised as follows:

R. Marquigny, Esq.
October 17, 2007
Page 11

For tax purposes, we intend to treat amounts paid prior to date of GMWB
Settlement as withdrawals and any amounts paid out under an Income
Payment Option after the GMWB settlement as annuity payment.

35. APPENDIX A - PAGE A-1. ACCUMULATION UNIT VALUES FOR TWO FUNDS ARE NOT
PROVIDED. PLEASE PROVIDE THAT INFORMATION.

Page A-1 of Appendix A will be updated to include the new Small Cap Growth
Fund and Small Cap Value Fund and to state that there are no Accumulation
Unit Values for those subaccounts are provided because the subaccounts were
not offered until May 1, 2007.

36. APPENDIX B -- PAGE B-3 - EXAMPLE 3. THE MATH IN THE EXAMPLE IS INCORRECT.
THE FIRST BULLET POINT SHOULD BE $62,500. THIS SAME ISSUE APPLIES WITH
APPENDICES D AND F.

The first bullet point under Guaranteed Minimum Accumulation Value Examples
-- Example 3 will be rewritten to provide that the adjustment to benefit
basis is $62,500.

37. APPENDIX B - BASE ASSUMPTIONS. THE LAST BULLET POINT IS DIFFICULT TO
UNDERSTAND. PLEASE REWRITE IN PLAIN-ENGLISH.

That bullet point under Guaranteed Minimum Withdrawal Benefit Examples --
Base Assumptions will be rewritten to provide:

Assumes the Guaranteed Minimum Withdrawal Benefit with the Minimum
Guaranteed Death Benefit option is chosen. The death benefit adjustment
calculations described here only apply to the death benefit provided by the
GMWB rider. They do not apply to other optional death benefits riders.

38. APPENDIX B - BASE ASSUMPTIONS. THE BASE ASSUMPTIONS SHOULD STATE THAT THE
EFFECTS CDSC AND MVA ARE NOW SHOWN, AND IF SHOWN, THAT THE RESULTS WOULD BE
LOWER.

The disclosure will provide as follows:

All withdrawal figures shown indicate the total amount withdrawn from the
Contract, and assume that no surrender or market value adjustment applies.
Any surrender charge and/or market value adjustment, if applicable, will
reduce the amount payable to the Owner.

39. STATEMENT OF ADDITIONAL INFORMATION - COVER PAGE. INCORPORATE THE
PROSPECTUS INTO THE SAI.

The cover page of the Statement of Additional Information will state:

The terms used in the current prospectus for the Individual Flexible
Premium Deferred Variable Annuity Contract are incorporated by
reference into this Statement of Additional Information.

R. Marquigny, Esq.
October 17, 2007
Page 12

40. PART C. THE REGISTRATION STATES THE DELOITTE & TOUCHE LLP OPINION IS
INCORPORATED BY REFERENCE. IT IS NOT.

Deloitte & Touche LLP's consent and opinion has been obtained and will be
included to Post-Effective Amendment No. 11 to the Registration Statement.

41. ACKNOWLEDGEMENTS

As you requested, the Company acknowledges that:

- The effectiveness of the filing does not foreclose the Commission from
taking any action with respect to the filing;
- The actions of the Commission or its Staff does not relieve the
Company, on its behalf or on behalf of the Variable Account, from its
full responsibility for the adequacy and accuracy of the disclosure in
the filings; and
- The Company on its behalf and on behalf of the Variable Account, may
not assert in actions of the Commission or the Staff in providing
comments on disclosure as a defense in any proceeding initiated by the
Commissions under the federal securities laws of the United States.

* * *

I hope you find these responses satisfactory. If you have any questions or
further comments regarding this Amendment, please call me at 608-231-7653 or
Pamela Ellis at 202-383-0566.

Sincerely,

/s/ Steven R. Suleski

Steven R. Suleski, Esq.

Attachments

cc: Pamela Ellis, Esq.

PROSPECTUS OCTOBER 29, 2007

MEMBERS(R) VARIABLE ANNUITY III

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 in connection with retirement plans, including plans that
qualify for special federal tax treatment under the Internal Revenue Code of
1986, as amended.

The Contract offers you the opportunity to accumulate Contract Value and
provides for the payment of annuity benefits. The Company also offers you the
opportunity to elect to have an additional payment, called a Purchase Payment
Credit, added to your Contract Value, for each purchase payment you make. The
overall expenses of a Contract with Purchase Payment Credits may be higher than
a Contact that does not have Purchase Payment Credits. You should know that over
time and under certain circumstances (such as an extended period of poor market
performance), the costs associated with the Purchase Payment Credits may exceed
the sum of the Purchase Payment Credits and any related earnings. You should
consider this possibility before electing that optional benefit.

You may allocate your purchase payments, Contract Value Increase Enhancements
(additional amounts automatically added to your Contract Value by the Company if
your cumulative Net Purchase Payments equal or exceed $500,000), and Purchase
Payment Credits, if any, to any Subaccount and to the Fixed Account. The
investment performance of the mutual fund portfolios underlying the Subaccounts
you select will affect the Contract Value to the Payout Date, except for amounts
you invest in the Fixed Account and will affect the size of variable Income
Payments after the Payout Date. You bear the entire investment risk on any
amounts you allocate to the Variable Account.The following mutual funds are
available through the Subaccounts of the CUNA Mutual Life Variable Annuity
Account:

ULTRA SERIES FUND

- Conservative Allocation Fund

- Moderate Allocation Fund

- Aggressive Allocation Fund

- Money Market Fund

- Bond Fund

- High Income Fund

- Diversified Income Fund (formerly Balanced Fund)

- Large Cap Value Fund

- Large Cap Growth Fund

- Mid Cap Value Fund

- Mid Cap Growth Fund

- Small Cap Value Fund

- Small Cap Growth Fund

- International Stock Fund

- Global Securities Fund

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

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

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 29, 2007 free of charge by contacting the
Company. Additionally, the SEC maintains a website at http://www.sec.gov that
contains the SAI 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.

CUNA BROKERAGE SERVICES, INC. ("CUNA BROKERAGE") SERVES AS THE PRINCIPAL
UNDERWRITER AND DISTRIBUTOR OF THE CONTRACT. MORE INFORMATION ABOUT CUNA
BROKERAGE IS AVAILABLE AT http://www.finra.org OR BY CALLING 1-800-289-9999. YOU
CAN ALSO OBTAIN AN INVESTOR BROCHURE FROM FINRA DESCRIBING ITS PUBLIC DISCLOSURE
PROGRAM.

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.

TABLE OF CONTENTS

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

EXPENSE TABLES............................................................ 3
Owner Transaction Expenses............................................. 3
Periodic Charges other than Fund Expenses.............................. 3
Range of Expenses for the Funds........................................ 4
Examples of Maximum Charges............................................ 5

SUMMARY................................................................... 5
The Contract........................................................... 5
Charges and Deductions................................................. 8
Payout Provisions...................................................... 9
Federal Tax Status..................................................... 9

CUNA MUTUAL LIFE INSURANCE COMPANY, CUNA MUTUAL LIFE VARIABLE ANNUITY
ACCOUNT, AND THE FUNDS.................................................... 10
CUNA Mutual Life Insurance Company..................................... 10
CUNA Mutual Life Variable Annuity Account.............................. 10
The Underlying Funds................................................... 10
The Ultra Series Fund.................................................. 10
Availability of Funds.................................................. 11
Servicing Fees......................................................... 11
Voting Rights.......................................................... 11
Material Conflicts..................................................... 12
Substitution of Securities............................................. 12
The Fixed Account...................................................... 12
Preservation Plus Program..............................................
Fixed Contract Value................................................... 12
Fixed Periods.......................................................... 13
Fixed Account Minimum Guaranteed Interest Rate......................... 13
Market Value Adjustment................................................ 14

DESCRIPTION OF THE CONTRACT............................................... 15
Issuance of a Contract................................................. 15
Right to Examine....................................................... 15
Classes................................................................ 15
Purchase Payments...................................................... 16
Contract Value Increase Enhancement.................................... 17
Purchase Payment Credits............................................... 17
Allocation of Purchase Payments........................................ 18
Contract Value......................................................... 18
Transfer Privileges.................................................... 19
Surrenders (Redemptions) and Partial Withdrawals....................... 21
Contract Loans......................................................... 23
Death Benefit Before the Payout Date................................... 23

MISCELLANEOUS MATTERS..................................................... 24
Payments............................................................... 24
Modification........................................................... 24
Reports to Owners...................................................... 25
Inquiries.............................................................. 25

INCOME PAYOUT OPTIONS..................................................... 25
Payout Date and Proceeds............................................... 25
Election of Income Payout Options...................................... 25
Fixed Income Payments.................................................. 25
Variable Income Payments............................................... 25
Description of Income Payout Options................................... 26
Death Benefit After the Payout Date.................................... 28

CHARGES AND DEDUCTIONS.................................................... 28
Mortality and Expense Risk Charges..................................... 28
Administrative Charge.................................................. 28
Fund Expenses.......................................................... 28
Surrender Charge (Contingent Deferred Sales Charge).................... 28
Annual Contract Fee.................................................... 30
Transfer Processing Fee................................................ 30
Duplicate Contract Charge.............................................. 30
Premium Taxes.......................................................... 30
Other Taxes............................................................ 30
Loan Interest Charge................................................... 30
Enhanced Death Benefit Rider Charges................................... 30
Endorsement Charges.................................................... 30
Guaranteed Living Benefit Charges...................................... 31
Additional Information................................................. 31

OPTIONAL DEATH BENEFITS................................................... 31
Maximum Anniversary Value Death Benefit................................ 31
3% Annual Guarantee Death Benefit...................................... 32
Earnings Enhanced Death Benefit Rider.................................. 32
Spouse Beneficiary Death Benefit Rider................................. 32

AVAILABLE CONTRACT ENDORSEMENTS........................................... 33
Income Payment Increase Endorsement.................................... 33
Loan Account Endorsement............................................... 34
Change of Annuitant Endorsement........................................ 34

OPTIONAL BENEFIT RIDERS................................................... 35
Guaranteed Minimum Withdrawal Benefit.................................. 36
Guaranteed Minimum Accumulation Benefit................................ 43

DISTRIBUTION OF THE CONTRACT.............................................. 47

FEDERAL TAX MATTERS....................................................... 48
Introduction........................................................... 48
Tax Status of the Contract............................................. 48
Taxation of Annuities.................................................. 49

Separate Account Charges............................................... 50
Transfers, Assignments, or Exchanges of a Contract..................... 50
Withholding............................................................ 50
Multiple Contracts..................................................... 50
Taxation of Qualified Plans............................................ 51
Possible Charge for the Company's Taxes................................ 52
Other Tax Consequences................................................. 52

LEGAL PROCEEDINGS......................................................... 53

COMPANY HOLIDAYS.......................................................... 53

FINANCIAL STATEMENTS...................................................... 53

APPENDIX A FINANCIAL HIGHLIGHTS........................................... A.1

APPENDIX B EXAMPLES OF GUARANTEED MINIMUM WITHDRAWAL BENEFIT AND
GUARANTEED MINIMUM ACCUMULATION BENEFIT FOR RIDERS GENERALLY ISSUED
AFTER OCTOBER 29, 2007.................................................... B.1

APPENDIX C GUARANTEED MINIMUM WITHDRAWAL BENEFIT FOR RIDERS ISSUED
BEFORE OCTOBER 29, 2007 BUT AFTER OCTOBER 30, 2006........................ C.1

APPENDIX D GUARANTEED MINIMUM ACCUMULATION BENEFIT FOR RIDERS ISSUED
BEFORE OCTOBER 29, 2007 BUT AFTER OCTOBER 30, 2006........................ D.1

APPENDIX E GUARANTEED MINIMUM WITHDRAWAL BENEFIT FOR RIDERS ISSUED
BEFORE OCTOBER 30, 2006................................................... E.1

APPENDIX F GUARANTEED MINIMUM ACCUMULATION BENEFIT FOR RIDERS ISSUED
BEFORE OCTOBER 30, 2006................................................... F.1

STATEMENT OF ADDITIONAL INFORMATION....................................... 1

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. No more than two Annuitants may be named. Only
spouses may be joint annuitants, unless otherwise allowed by state law.
Provisions referring to the death of an Annuitant mean the death of the last
surviving Annuitant.

BENEFIT BASIS

The Benefit Basis is the amount upon which your Guaranteed Minimum Accumulation
Benefit or Guaranteed Minimum Withdrawal Benefit is based. It should not be
confused with your Contract Value or Surrender Value.

BENEFICIARY

The person or persons 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 shown on the Data Page of the Contract which is also used to determine
Contract Years and Contract Anniversaries.

CONTRACT VALUE

The total amount invested under the Contract. It is the sum of the Variable
Contract Value, the Fixed Contract Value, the Purchase Payment Credits, if
applicable, and the value in the Loan Account.

CONTRACT VALUE INCREASE ENHANCEMENT

An amount the Company will add to an Owner's Contract Value when the Owner makes
a purchase payment and the Owner's cumulative Net Purchase Payments equal or
exceed $500,000.

CONTRACT YEAR

A twelve-month period beginning on a Contract Anniversary.

COMPANY

CUNA Mutual Life Insurance Company.

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;

FIXED ACCOUNT

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

FIXED AMOUNT

Any portion of Fixed Contract Value allocated to a particular Fixed Period with
a particular expiration date (including interest thereon), less any withdrawals
(including any applicable market value adjustments and surrender charges) or
transfers.

FIXED CONTRACT VALUE

The value of the Contract Value (including any Contract Value Increase
Enhancement and Purchase Payment Credit) in the Fixed Account.

FIXED PERIOD

An investment option under the Fixed Account with a specific number of years for
which the Company agrees to credit a particular effective annual interest rate.

FUND

An investment portfolio of the 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. The
telephone number is 1-800-798-5500.

INCOME PAYMENT

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

INCOME PAYOUT OPTION

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

INDIVIDUAL FUND OPTION

Certain individual subaccounts are available as allocation options in
conjunction with the Guaranteed Minimum Accumulation Benefit and Guaranteed
Minimum Withdrawal Benefit. These subaccounts are referred to as Individual
Fund Options.

LOAN ACCOUNT

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

LOAN AMOUNT

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

MINIMUM CHARGE PERIOD

The minimum period of time before you may terminate one of the living benefit
riders without charge. If you transfer out of an available allocation option,
you will still have to pay the Guaranteed Minimum Accumulation Benefit or
Guaranteed Minimum Withdrawal Benefit charge until the end of the minimum charge
period, unless you terminate the contract.

NET PURCHASE PAYMENT

A purchase payment less any deduction for applicable premium expense charges.

OWNER

The person(s) (or entity) ("you") who own(s) the Contract and who is (are)
entitled to exercise all rights and privileges provided in the Contract. After
the Payout Date, the Payee is the Owner.

PAYEE

The person (or entity) receiving Income Payments or any successor during the
Payout Period. The Annuitant is the Payee unless the Owner specifies otherwise.

PAYOUT DATE

The date when Income Payments will begin if the Annuitant is still living. The
anticipated Payout Date is shown on your Contract's data page.

PAYOUT PROCEEDS

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

PURCHASE PAYMENT CREDITS

An amount the Company will add to an Owner's Contract Value if the Owner elects
to receive Purchase Payments Credits when the Owner makes a purchase payment.
The amount will vary based on cumulative Net Purchase Payments made.

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, Contract Value
Increase Enhancement and Purchase Payment Credit, allocated to the Subaccount
plus any Contract Value transferred to that Subaccount, adjusted by interest
income, dividends, net capital gains or losses (realized or unrealized), and
decreased by withdrawals (including any applicable surrender charges,
administrative fee, any charge for riders or premium taxes) and any Contract
Value transferred out of that Subaccount.

SURRENDER VALUE

The Contract Value less any applicable surrender charges, market value
adjustment, premium expense charges not previously deducted, 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 request in writing and in a form satisfactory to the Company which is signed
by the Owner and received at the Home Office. A Written Request may also include
a telephone or fax request for specific transactions that are made as allowed
under the terms of an executed telephone or fax authorization, with original
signature, on file at the Home Office.

EXPENSE TABLES

The following tables describe the fees and expenses that you will pay when
buying, owning, and surrendering the Contract. The first table describes the
fees and charges that you will pay at the time that you buy the Contract, take a
loan from the Contract, make partial withdrawals from or fully surrender the
Contract, or transfer Contract Value between the Subaccounts and/or the Fixed
Account. This table also includes the charges that would be paid for exercising
the benefits provided by the optional endorsements. State premium taxes that
currently range from 0% to 3.5% may also be deducted.

OWNER TRANSACTION EXPENSES

Sales Load on Purchase Payment None
- ----------------------------------- -------------------------
MAXIMUM SURRENDER CHARGE Purchase
(CONTINGENT DEFERRED SALES CHARGE) B-Share Class/ Payment
AS A PERCENTAGE OF PURCHASE L-Share Class Credit
PAYMENTS SURRENDERED OR WITHDRAWN 8.00%(1) 9.00%(1)
- ----------------------------------- -------------- --------

Transfer Processing Fee $10 per transfer(2)
Duplicate Contract Charge $ 30(6)
Loan Interest Spread 3.50%(3)
Charges for Optional Endorsements
Change of Annuitant Endorsement $ 150(4)
Income Payment Increase Endorsement $ 150(5)

The next table describes the fees and expenses that you will pay periodically
during the time that you own the Contract, not including Fund fees and expenses.
This table also includes the charges you would pay if you added optional riders
to your Contract.

PERIODIC CHARGES OTHER THAN FUND EXPENSES

Annual Contract Fee $30 per Contract Year(6)
- -------------------------------------------------------- ------------------------------
Purchase
Variable Account Annual Expenses B-Share L-Share Payment
(as a percentage of average Variable Contract Value): Class Class Credits
- -------------------------------------------------------- ------- ------- --------

Mortality and Expense Risk Charge 1.15% 1.65% 1.60%
Administrative Charge 0.15% 0.15% 0.15%
---- ---- ----
Total Variable Account Annual Expenses 1.30% 1.80% 1.75%
Annual Charges for Optional Riders and Endorsements(7):
Maximum Anniversary Value Death Benefit 0.15%
3% Annual Guarantee Death Benefit 0.20%
Earnings Enhanced Death Benefit Rider 0.30%
Spouse Beneficiary Death Benefit Rider 0.05%

Guaranteed Minimum Withdrawal Benefit Riders issued
after October 29, 2007 (if approved in your state,
otherwise prior version is issued)
With Minimum Guarantee Death Benefit 1.00%(8)
With Maximum Anniversary Death Benefit 1.15%(8)
Converted from Minimum Accumulation Benefit Rider 1.00%(8)

Guaranteed Minimum Withdrawal Benefit Riders Issued
after October 30, 2006 but before October 29, 2007
(if approved in your state, otherwise prior
version is issued) 1.00%(9)
Guaranteed Minimum Withdrawal Benefit Riders issued
before October 30, 2006 (if approved in your state) 1.00%(10)
Guaranteed Minimum Accumulation Benefit Rider 1.00%(10)
Income Payment Increase Endorsement $ 150(5)

(1) The surrender charge declines to 0% after the purchase payment has been in
the Contract for seven years for the B-Share Class and for the B-Share
Class with Purchase Payment Credits elected. The surrender charge declines
to 0% after the purchase payment has been in the Contract for four years
for the L-Share Class. For Contracts issued in connection with plans
qualified under Section 457(f) of the Code choosing the B-Share class, the
surrender charge will be based on the Contract Year and not on how long the
purchase payment has been in the Contract.

(2) The Company currently does not impose this fee.

(3) The Loan Interest Spread is the difference between the amount of interest
the Company charges you for a loan (at an effective annual rate of 6.50%)
and the amount of interest the Company credits to the Loan Account
(currently, an effective annual rate of 4.50%), guaranteed to be at least
an effective annual rate of 3.00%. The current loan spread is 2.00%.

(4) There is no charge for the change of annuitant endorsement. However, if you
exercise the right provided by this endorsement during the first two
Contract Years, the Company reserves the right to charge up to $150 for
expenses incurred. This fee will be deducted from Contract Value on a
pro-rata basis.

(5) There is currently no charge for the Income Payment Increase Endorsement;
however, the Company reserves the right to charge up to $150 if the option
provided by this endorsement is utilized.

(6) This fee is currently waived if the Contract Value is $50,000 or more.

(7) These rider fees are deducted from Contract Value on Contract Anniversary
or at the time of surrender, death, or rider termination. The rate shown is
multiplied by the average of the Contract Values on each of the 12 prior
monthly anniversaries. Fees for each of these riders are not deducted until
the first Contract Anniversary if the rider is selected at contract issue.

(8) The Company currently charges 0.65% for the Guaranteed Minimum Withdrawal
Benefit with Minimum Guarantee Death Benefit and for Riders issued as
conversions from the Guaranteed Minimum Accumulation Benefit. The current
charge for the Guaranteed Minimum Withdrawal Benefit with Maximum
Anniversary Death Benefit is 0.80%. The current charges are guaranteed for
the benefit period. They will not change unless you choose to step-up your
benefit.

(9) The Company currently charges 0.60% per year. This charge is guaranteed for
the benefit period. It will not change unless you elect to step-up your
benefit.

(10) The current charge for this rider is 0.50%. This current charge is
guaranteed for the benefit period. It will not change unless you elect to
step-up your benefit or renew your benefit period.

The next table shows the minimum and maximum total operating expenses charged by
the Funds that you may pay periodically during the time that you own the
Contract. More detail concerning each Fund's fees and expenses is contained in
the prospectus for the Funds.

RANGE OF EXPENSES FOR THE FUNDS

MINIMUM MAXIMUM
------- -------

TOTAL ANNUAL FUND OPERATING EXPENSES (total of all
expenses that are deducted from Fund assets,
including management fees, and other expenses) 0.46% - 1.26%

The expenses used to prepare this table were provided to the Company by the
Funds. The expenses shown reflect the highest and lowest expenses incurred for
the year ended December 31, 2006, rounded to the nearest one hundredth of one
percent. Current or future expenses may be greater or less than those shown.
With respect to the Conservative Allocation Fund, the Moderate Allocation Fund,
and the Aggressive Allocation Fund, the expenses shown here also include
expenses for the funds acquired by these "fund of funds" investment options.

EXAMPLES OF MAXIMUM CHARGES

These Examples are intended to help you compare the cost of investing in the
Contract with the cost of investing in other variable annuity contracts. The
Examples show the maximum costs of investing in the Contract, including
surrender charges, the annual Contract fee (after being converted into a
percentage), the total Variable Account annual expenses for the L-Share Class,
the 3% Annual Guaranteed Death Benefit, the Maximum Anniversary Value Death
Benefit, the Earnings Enhanced Death Benefit, the Guaranteed Minimum
Accumulation Benefit charge and the maximum Annual Fund Operating Expenses for
the year ended December 31, 2006. These costs reflect the most expensive
combination of Contract charges.

The Examples assume that you invest $10,000 in the Contract for the time periods
indicated. The Examples also assume that your investment has a 5% return each
year. Although your actual costs may be higher or lower, based on these
assumptions, your costs would be:

(1) If you surrender your Contract (or you annuitize the Contract under Income
Payment Option 2A (with fixed Income Payments) or Options 3-8) at the end
of the applicable time period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------ ------- ------- --------

$1,195 $1,968 $2,385 $4,802

(2) If you do not surrender your Contract (or you annuitize the Contract under
Income Payout Option 2A (with fixed Payments) or Options 3-8) at the end of
the applicable time period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------ ------- ------- --------

$475 $1,428 $2,385 $4,802

The Examples are illustrations and do not represent past or future expenses.
Your actual expenses may be higher or lower than those shown. Similarly, your
rate of return may be more or less than the 5% assumed in the Examples.

The Examples provided above assume that no transfer charges, premium taxes, or
market value adjustments have been assessed.

For purposes of the Fee Table and Examples, the Company assumes that the
Contract is owned before the Payout Date. Different fees and charges apply after
the Payout Date. See "Charges and Deductions."

APPENDIX A TO THE PROSPECTUS PROVIDES CERTAIN FINANCIAL INFORMATION CONCERNING
THE SUBACCOUNTS, INCLUDING INFORMATION ABOUT ACCUMULATION UNIT VALUES.

SUMMARY

The following section summarizes certain provisions that the Company describes
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. However, if you elect to receive Purchase Payments
Credits, your refunded amount will equal one of the following amounts:

(i) if your Contract Value has increased or has stayed the same, your
refund will equal your Contract Value, minus any Purchase Payment
Credits, but plus any charges the Company deducted before the date of
the returned Contract;

(ii) if your Contract Value has decreased, your refund will equal your
Account Value, minus any Purchase Payment Credits, but plus any
charges the Company deducted on or before the date the Company
received the returned Contract and plus any investment loss, including
any charges made by the Funds, attributable to the Purchase Payment
Credits as of the date the Company receives the returned Contract; or

(iii) if greater than (i) or (ii) and required by the law of your state,
your purchase payments minus any withdrawals you previously made.

This means you receive any gains and the Company bears any losses attributable
to the Purchase Payment Credits during the Right to Examine Period.

You bear the investment risk of investing in the Subaccounts during the Right to
Examine Period. Depending on the investment performance of the Subaccounts you
select, you may lose money.

PLEASE NOTE: THE COMPANY HAS SUBMITTED AN APPLICATION TO THE U.S. SECURITIES AND
EXCHANGE COMMISSION ("SEC") IN WHICH THE COMPANY SEEKS EXEMPTIVE RELIEF
CONCERNING THE PURCHASE PAYMENT CREDITS. IF THE SEC GRANTS THE COMPANY'S REQUEST
FOR EXEMPTIVE RELIEF, THE COMPANY WILL RECAPTURE ANY PURCHASE PAYMENT CREDITS
APPLIED TO YOUR CONTRACT IF YOU SURRENDER DURING THE RIGHT TO EXAMINE PERIOD SO
THAT YOU WILL RECEIVE CONTRACT VALUE LESS ANY PURCHASE PAYMENT CREDITS ON THE
DATE THE HOME OFFICE RECEIVES THE WRITTEN REQUEST, OR IF GREATER AND REQUIRED BY
THE LAW OF YOUR STATE, PURCHASE PAYMENTS MINUS ANY WITHDRAWALS YOU PREVIOUSLY
MADE.

Purchase Payments. Generally, you must make payments totaling $5,000 within the
first 12 months of the Contract. Certain Qualified Contracts, Section 1035
Contracts, and Contracts sold to employees have lower minimum purchase amounts.
Unless you pay the minimum purchase amount in full at the time of application,
an automatic purchase payment plan must be established resulting in the minimum
purchase amount being paid before the end of the first 12 months after the
Contract Issue Date. The minimum size for an initial purchase payment and
subsequent purchase payment is $100, unless the payment is made through an
automatic purchase payment plan in which case the minimum size is $25. The
Company reserves the right not to accept certain purchase payments. Further, the
Company will add a Contract Value Increase Enhancement to the Owner's Contract
Value when the Owner makes a purchase payment if the Owner's cumulative Net
Purchase Payments equal or exceed $500,000. In addition, the Owner may elect to
have Purchase Payment Credits added to his or her Contract Value each time he or
she makes a purchase payment.

Allocation of Purchase Payments. You may allocate purchase payments and Purchase
Payments Credits, if elected, to one or more of the Subaccounts of the Variable
Account and/or to the Fixed 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 purchase payments and your
Contract Value. You bear of the investment risk of investing in the Subaccounts.

Transfers. On or before the Payout Date, you may transfer all or part of the
Contract Value between Subaccount(s) or the Fixed Account, subject to certain
restrictions. No fee currently is charged for transfers, but the Company
reserves the right to charge $10 for each transfer. The Company may impose
additional restrictions on transfers that violate its disruptive trading
procedures. There are several specialized transfer programs available at no cost
under the Contract. These include:

The dollar-cost averaging program under which the Company will transfer a
specified dollar amount on a monthly, quarterly, semi-annual or annual
basis to one or more Subaccounts you select;

The portfolio rebalancing program under which the Company will transfer
Variable Contract Value on a monthly, quarterly, semi-annual or annual
basis between and among the Subaccounts to achieve a particular percentage
allocation of Variable Contract Value among the Subaccounts;

The systematic transfer program under the Company will systematically or
automatically transfer Variable Contract Value on a monthly, quarterly,
semi-annual or annual basis between and among the Subaccounts.

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. You may also elect to receive periodic partial withdrawals under
the Company's systematic withdrawal plan.

Surrender. You may surrender the Contract and receive its Surrender Value, by
Written Request to the Company before the Payout Date. A partial withdrawal or
surrender may have adverse tax consequences, including the imposition of a
penalty tax on withdrawals prior to age 59 1/2.

Replacement of Existing Contract. It may not be in your best interest to
surrender, lapse, change, or borrow from an existing life insurance policy or
annuity contract in connection with the purchase of the Contract. Before doing
so, you should compare both contracts carefully. Remember that if you exchange
another contract for one described in this Prospectus, you might have to pay a
surrender charge and tax, including a possible penalty tax, on your old
contract, and under this Contract there will be a new surrender charge period,
other charges may be higher, and the benefits may be different. You should not
exchange another contract for this one unless you determine, after knowing all
the facts, that the exchange is in your best interest and not just better for
the person trying to sell you this Contract (that person will generally earn a
commission if you buy this Contract through an exchange or otherwise). Also,
because the Company will not issue the Contract until it has received the
initial purchase payment from your existing insurance company, the issuance of
the Contract may be delayed.

Death Benefits. If the Annuitant dies before the Payout Date, the Company will
pay the death benefit to Beneficiary. The Company offers several death benefit
options. The basic death benefit is available without charge and is equal to
amount equal to the greater of: (i) aggregate Net Purchase Payments made under
the Contract less a proportional adjustment for partial withdrawals as of the
Valuation Day the Company receives Due Proof of Death; or (ii) Contract Value as
of the Valuation Day the Company receives Due Proof of Death. PLEASE NOTE: THE
COMPANY HAS SUBMITTED AN APPLICATION TO THE SEC IN WHICH THE COMPANY SEEKS
EXEMPTIVE RELIEF CONCERNING THE PURCHASE PAYMENT CREDITS. IF THE SEC GRANTS THE
COMPANY'S REQUEST FOR EXEMPTIVE RELIEF, THE COMPANY WILL RECAPTURE ANY PURCHASE
PAYMENT CREDITS APPLIED TO YOUR CONTRACT VALUE WITHIN 12 MONTHS OF THE
ANNUITANT'S DEATH.

For a fee, the Company offers the following optional death benefit riders:

Maximum Anniversary Death Benefit rider;
3% Annual Guaranteed Death Benefit rider;
Earnings Enhanced Death Benefit rider; and
Spouse Beneficiary Death Benefit rider. See "Optional Death Benefit."

In addition, if you elect the Guaranteed Minimum Withdrawal Benefit at the time
that your contract is issued on or after the date of this Prospectus (as
available in your state), a minimum guarantee death benefit and an optional
maximum anniversary death benefit are integrated into that benefit. Those death
benefits take the place of the death benefits that are otherwise offered in the
Contract.

Living Benefits. The Company offers two living benefits for a fee. You may elect
either the Guaranteed Minimum Withdrawal Benefit or the Guaranteed Minimum
Accumulation Benefit, but not both. The Guaranteed Minimum Withdrawal Benefit
offers you the ability to take a specified annual withdrawal regardless of
Contract Value. Under the Guaranteed Minimum Accumulation Benefit, the Company
guarantees your Contract Value will at least equal the benefit basis less
adjustments for partial withdrawals. There are certain conditions associated
with the living benefits, including investment restrictions.

State Variations. Certain provisions of the Contract may be different than the
general description in this Prospectus, and certain riders and options may not
be available, because of legal restrictions in your state. Contact the Home
Office or see your Contract for specific variations since any such state
variations will be included in your Contract or in riders or endorsements
attached to your Contract.

Other Annuity Contracts. The Company offers other variable annuity contracts
that have different contract features, death benefits, and optional programs.
However, these other contracts also have different charges that would affect
your Subaccount performance and Contract Value. To obtain more information about
these other contracts, contact the Home Office or your sales representative.

The Classes. The Contract allows you to select one of two different charge
structures subject to state availability based on your specific situation. Each
charge structure is referred to as a "Class." Each Class imposes a different
level of surrender and mortality and expense risk charges. Your agent can assist
you in selecting the Class that is right for you, based on your needs and
preferences. Before the Company issues the Contract, you must select one of the
Classes. Once you select a Class, you cannot change it:

B-SHARE CLASS - imposes a surrender charge on withdrawals of up to 8.00% of
each purchase payment. This percentage decreases by 1.00% annually over the
7 years following the date each purchase payment is credited to your
Contract. Each purchase payment carries its own surrender charge, and
therefore payment of additional purchase payments will increase the
surrender charge amount should you surrender or take a withdrawal from your
Contract over the following seven years. The mortality and expense risk
charge for B-Share Class Contracts is 1.15% (assessed daily, as an annual
percentage of average Variable Contract Value); and

L-SHARE CLASS - imposes a surrender charge on withdrawals of up to 8.00% of
each purchase payment. This percentage decreases by 1.00% annually over the
4 years following the date each payment is credited to your Contract.
Beginning on the fifth Contract Anniversary, there is no surrender charge
on any purchase payments. The mortality and expense risk charge for L-Share
Class Contracts is 1.65% (assessed daily, as an annual percentage of
average Variable Contract Value).

You may wish to purchase a B-Share Class if you are not concerned about the need
for access to 100% of your Contract Value without paying a surrender charge over
the seven years after you make a purchase payment. The B-Share Class Contracts,
mortality and expense risk charges are lower than those of the L-Share Class
Contracts. Also, you may only elect to receive Purchase Payment Credits if you
elect the B-Share Class.

You may wish to purchase an L-Share Class contract if you feel you will need
access to 100% of your money without paying a surrender charge after four years
from the Contract Issue Date. You will pay higher expenses (including higher
mortality and expense risk charges) for this additional liquidity.

Qualified Contracts. An advantage of the Contract is that it provides the
ability to accumulate Contract Value on a tax-deferred basis. However, the
purchase of a Qualified Contract to fund a tax-qualified retirement plan does
not provide any additional tax deferred treatment beyond the treatment provided
by the tax-qualified retirement plan itself. Therefore, Qualified Contracts
should be purchased for other features and benefits

offered under the Contract, such as guaranteed death benefits or Income Payment
Options.

The Contract is available for purchase by individual corporations and other
groups. We may reduce or waive certain charges (surrender charge, Annual
Contract Fee, or other charges) where the size or nature of such sales results
in savings to us with respect to sales, administrative, or other costs. We also
may reduce or waive charges on Contracts sold to officers, directors, and
employees of CUNA Mutual Life Insurance Company or its affiliates.

The extent and nature of the reduction or waiver may change from time to time,
and the charge structure may vary.

Generally, we may reduce or waive charges based on a number of factors,
including:

- The number of Owners;

- The size of the group of purchasers;

- The total premium expected to be paid;

- Total assets under management for the Owner;

- The purpose for which the Contracts are being purchased;

- The expected persistency of individual Contracts; and

- Any other circumstances which are rationally related to the expected
reduction in expenses.

Contact our service center or your agent for more information about charge
reductions and waivers.

CHARGES AND DEDUCTIONS

The Contract contains the following charges and deductions:

Surrender Charge (Contingent Deferred Sales Charge). There are no sales charges
deducted at the time purchase payments are made. The length and amount of the
surrender charge assessed depends on the share class you elect and whether you
elect to receive Purchase Payment Credits. A surrender charge is deducted when
you surrender or partially withdraw purchase payment(s) within seven years
(B-Share Class and Purchase Payment Credits) or four years (L-Share Class) of
their being paid. Therefore, the more Purchase Payments you make, the higher
your surrender charge could be if you surrender or take a withdrawal during the
surrender charge period. For B-Share Class and L-Share Class Contract, the
surrender charge is up to 8% of the amount of the payment withdrawn or
surrendered within one year of having been paid. For purchase Payment Credits,
the surrender charge is up to 9.00% of the amount of the payment withdrawn or
surrendered within on year of having been paid. For the B-Share Class, the
surrender charge rate for each purchase payment decreases by 1.00% for each full
year a purchase payment has been in the Contract until the seventh full year.
The surrender charge rate falls to 0% in year seven.

If you elect the L-Share Class, the surrender charge falls to 0% in year five.

Please note, however, that for Contracts issued in connection with plans
qualified under Section 457(f) of the Code under the B-Share class, the
surrender charge is based on the Contract Year and not on the number of years
the purchase payment has been in the Contract. The surrender charge is 8% of
payment withdrawn within one year of the Contract Issue Date. The surrender
charge decreases by 1% for each full year that passes from the issue date until
the seventh full year has passed, at which point the surrender charge is zero.

Surrender charges will be deducted from remaining Contract Value. You may elect
to have surrender charges deducted from the amount you withdraw (a gross
withdrawal) or from remaining Contract Value (a net withdrawal). If you do not
tell us we will not process refund by the Contract.

If you elect to receive Purchase Payment Credit, your surrender charge rate will
increase by 1% for all years.

Market Value Adjustment. The Company will impose a market value adjustment on
Fixed Amounts withdrawn or surrendered, loaned, or applied to an Income Payout
Option from a Fixed Period of 3 years or greater before expiration of the period
except when such a withdrawal surrender, loan, or annuitization occurs during
the last 30 days of the period. The market value adjustment may be positive or
negative, but will not exceed certain limits. The total amount withdrawn or
surrendered could be less than the total purchase payments made because of the
cumulative effective of the market value adjustment and the surrender charge.
The Company will not apply the market value adjustment to the calculation of the
death benefit or to amounts deducted from Fixed Contract Value by the Company as
fees or charges.

Annual Contract Fee. The Contract has an annual Contract fee of $30. (This fee
is currently waived if the Contract Value is $50,000 or more on the date the fee
is deducted.)

Mortality and Expense Risk Charge. The Company deducts a daily mortality and
expense risk charge to compensate it for assuming certain mortality and expense
risks. The Company may use any profits from this charge to finance other
expenses, including expenses incurred in the administration of the Contracts and
distribution expenses related to the Contracts. The charge is deducted at an
annual rate of 1.15% of average Variable Contract Value for B-Share Class
Contracts and is 1.65% for L-Share Class Contracts. If you elect to receive
Purchase Payment Credits, the mortality and expense risk charge is deducted at
an annual rate of 1.60% of average Variable Contract Value.

Administrative Charge. The Company deducts a daily administrative charge to
compensate it for certain

administrative expenses it incurs. The charge is deducted at an annual rate of
..15% of average Variable Contract Value.

Premium Expense Charge. The Company deducts a charge for any state or local
premium taxes applicable to a Contract. The Company reserves the right to deduct
premium taxes at the time it pays such taxes. State premium taxes currently
range from 0% to 3.50%.

Loan Interest Charge. The Company charges an annual interest rate of 6.50% on
loans. The Company will credit at least 3.00% to amounts held in the loan
account to secure a loan. Therefore, the loan interest spread (i.e., the
difference between the amount of interest we charge on loans and the amount of
interest we credit to amounts in the Loan Account) is 3.50%.

Rider/Endorsement Charges. The Company deducts a charge on each Contract
Anniversary for each of three optional death benefit riders. The charge for the
Maximum Anniversary Death Benefit rider is 0.15% of the average monthly Contract
Value. The charge for the 3% Annual Guarantee Death Benefit rider is 0.20% of
the average monthly Contract Value for the prior Contract Year. The charge for
the Earnings Enhanced Death Benefit Rider is 0.30% of the average monthly
Contract Value for the Contract Year. The charge for the Spouse Beneficiary
Death Benefit rider is 0.05% of the average monthly Contract Value. For
Contracts issued prior to October 30, 2006, as available in your state, the
guaranteed maximum charge for each of the Guaranteed Minimum Withdrawal Benefit
and the Guaranteed Minimum Accumulation Benefit riders is 1.00% of the average
monthly Contract Value for the prior year. Currently, the Company charges 0.50%
of the average account value for these benefits. Your Contract will indicate if
there is a maximum charge. For Guaranteed Minimum Withdrawal Benefit riders
generally issued between October 30, 2006 and October 29, 2007, the charge for
Guaranteed Minimum Withdrawal Benefit riders is 0.60% of the average monthly
Contract Value for the prior Contract Year. For Guaranteed Minimum Withdrawal
Benefit riders generally issued after October 29, 2007, the charge for the
Guaranteed Minimum Withdrawal Benefit rider varies by the death benefit elected,
and is 0.65% for the Minimum Guarantee Death Benefit and 0.80% for the Maximum
Anniversary Death Benefit of average monthly Contract Value for the prior
Contract Year. However, if you convert from a Guaranteed Minimum Accumulation
Benefit Rider to a Guaranteed Minimum Withdrawal Benefit rider, the charge for
the Guaranteed Minimum Withdrawal Benefit rider is 0.65%. For Guaranteed Minimum
Accumulation Benefit riders after October 30, 2006 the annual charge for Minimum
Account Accumulation Benefit riders is 0.50%, subject to state availability. The
Company also reserves the right to charge an administrative fee, not to exceed
$150, under the Income Payment Increase Endorsement and the Change of Annuitant
Endorsement.

Transfer Processing Fee. Currently no fee is charged for transfers. However, the
Company reserves the right to charge $10 each requested transfer.

Duplicate Contract Request. You can obtain a summary of your Contract at no
charge. There will be a $30 charge for a duplicate Contract. In addition, a
Written Request is needed to request a duplicate Contract.

Fund Expenses. The underlying Funds also charge annual Fund expenses at the
ranges shown in the expense table.

Other Information. The Company pays compensation to broker-dealers who sell the
Contracts.

PAYOUT PROVISIONS

You select the Payout Date, subject to certain limitations.

On the Payout Date, the Payout Proceeds will be applied to an Income Payout
Option, unless you choose to receive the Surrender Value in a lump sum. Income
Payments may have tax consequences.

FEDERAL TAX STATUS

Generally, any distribution from your Contract may result in taxable income. A
10% federal penalty tax may also apply to distributions before age 59 1/2. For a
further discussion of the federal income tax status of variable annuity
contracts, see Federal Tax Matters.

CUNA MUTUAL LIFE INSURANCE COMPANY, 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, 2006, the Company had approximately $9.3 billion in assets
and more than $15.5 billion of life insurance in force.

The Company is proposing to merge into CUNA Mutual Insurance Society ("CMIS")
effective December 31, 2007. The merger is subject various regulatory approvals,
but has been approved by the policyholders of each company.

CMIS is a mutual life insurance company is incorporated in Iowa. CMIS was formed
in 1935, is licensed throughout the United States, and has operations in several
countries. CMIS offers credit life and credit disability, group life and
disability, pension products and individual life and health policies to credit
unions and their members. CMIS currently does not issue variable insurance
products. As of December 31, 2006 (presented on a generally accepted accounting
principles ("GAAP") basis), CMIS's surplus to policyholders totaled
approximately $1.4 billion, CMIS's assets totaled approximately $6.7 billion,
and CMIS's revenues totaled approximately $2.2 billion. CMLIC and CMIS have been
closely affiliated since 1990, when their Agreement of Permanent Affiliation
(the "Affiliation Agreement") became effective. The Affiliation Agreement
provided for the affiliation of CMLIC and CMIS in three general areas: (a)
managerial, which involved integration of the boards of directors and management
of CMIS and CMLIC; (b) functional, which involved integration of support
functions of CMLIC and CMIS; and (c) financial, which involved cross-reinsurance
of the two companies' individual life insurance businesses and sharing of the
income and expenses relating to those lines of business. CMLIC and CMIS have
identical boards of directors and senior management, and their operations and
liabilities are largely shared as a result of the affiliation.

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 15 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 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 UNDERLYING FUNDS

The Subaccounts invest in the Ultra Series Fund. The Ultra Series Fund, an
affiliate of the Company, is a management investment company of the series type
with one or more Funds and is an open-end, management investment company. Fund
distributions to the Subaccounts are automatically reinvested at net asset value
in additional shares of the Funds.

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
Funds' prospectus which must accompany or precede this Prospectus. The Funds'
prospectus should be read carefully and retained for future reference. Please
contact your agent or call the Home Office to obtain a prospectus for the Ultra
Series Fund.

THE ULTRA SERIES FUND

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

Conservative Allocation Fund. This Fund seeks income, capital appreciation and
relative stability of value by investing primarily in shares of underlying
funds, including Exchange Traded Funds (ETFs). The Fund will be diversified
among a number of asset classes and its

allocation among underlying funds will be based on an asset allocation model
developed by MEMBERS Capital Advisors, the Fund's investment adviser.

Moderate Allocation Fund. This Fund seeks capital appreciation, income and
moderated market risk by investing primarily in shares of underlying funds,
including ETFs. The Fund will be diversified among a number of asset classes and
its allocation among underlying funds will be based on an asset allocation model
developed by MEMBERS Capital Advisors, the Fund's investment adviser.

Aggressive Allocation Fund. This Fund seeks capital appreciation by investing
primarily in shares of underlying funds, including ETFs. The Fund will be
diversified among a number of asset classes and its allocation among underlying
funds will be based on an asset allocation model developed by MEMBERS Capital
Advisors, the Fund's investment adviser.

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.

Bond Fund. This Fund seeks a high level of current income, consistent with the
prudent limitation of investment risk.

High Income Fund. This Fund seeks high current income. The Fund also seeks
capital appreciation, but only when consistent with its primary goal.

Diversified Income Fund (formerly Balanced Fund). This Fund seeks a high total
return through the combination of income and capital appreciation.

Large Cap Value Fund. This Fund seeks long-term capital growth with income as a
secondary consideration.

Large Cap Growth Fund. This Fund seeks long- term capital appreciation.

Mid Cap Value Fund. This Fund seeks long-term capital appreciation.

Mid Cap Growth Fund. This Fund seeks long-term capital appreciation.

Small Cap Value Fund. This Fund seeks long-term capital appreciation.

Small Cap Growth Fund. This Fund seeks long-term capital appreciation.

International Stock Fund. This Fund seeks long-term growth of capital.

Global Securities Fund. This Fund seeks capital appreciation.

MEMBERS Capital Advisors, Inc. 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 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 Funds 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 Funds will be comparable to the investment results of any
other mutual fund portfolio, even if the other portfolio has the same investment
advisor or manager and the same investment objectives and policies, and a very
similar name.

During extended periods of low interest rates, the yields of the Money Market
Fund may become extremely low and possibly negative.

AVAILABILITY OF FUNDS

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

SERVICING FEES

The Company has entered into agreements with the investment adviser of the Funds
pursuant to which the adviser pays the Company a servicing fee based upon an
annual percentage of the average daily net assets invested by the Variable
Account (and other separate accounts of the Company and its affiliates) in the
Funds. These percentages are equal to 0.20% of each Fund's average daily net
assets. The percentage amount is based on assets of the particular Fund
attributable to the Contract issued administered by the Company (or an
affiliate). These fees are for administrative services provided to the Funds by
the Company and its affiliates. Payments of fees under these agreements by the
investment adviser do not increase the fees or expenses paid by the Funds or
their shareholders. The amounts the Company receives under these agreements may
be significant.

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

SUBSTITUTION OF SECURITIES

The Company may substitute shares of other mutual funds 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.

The substituted funds may have higher fees and expenses. Funds may be added to
the product, but their availability may be limited to certain classes of Owners.
Funds may also be closed to allocations of purchase payments or Contract Value,
or both, and to all or only certain classes of Owners. No substitution,
elimination, or combination of shares may take place without the approval of the
SEC and applicable state insurance departments.

THE FIXED ACCOUNT

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

Purchase payments, and any Contract Value Increase Enhancements and Purchase
Payment Credits, if applicable, will be allocated to the Fixed Account by
election of the Owner.

The Company intends to credit amounts in the Fixed Account with interest at
current rates in excess of the minimum fixed rate but is not obligated to do so.
The Company has no specific formula for determining current interest rates. Once
an interest rate is declared for a Fixed Amount, it is guaranteed for the
duration of the Fixed Period. Fixed Contract Value will not share in the
investment performance of the Company's General Account. Any interest credited
on Fixed Amounts in excess of the minimum guaranteed effective rate will be
determined in the sole discretion of the Company. The Owner therefore assumes
the risk that interest credited may not exceed the minimum fixed rate.

We reserve the right to restrict purchase payments and transfers to the Fixed
Account if the yield on investments does not support the statutory minimum
interest rate or if your Fixed Account Value exceeds $1,000,000.

FIXED CONTRACT VALUE

THE FIXED CONTRACT VALUE REFLECTS:

Net Purchase Payments allocated to and Contract Value transferred to the Fixed
Account,

- Interest credited to Contract Value in the Fixed Account,

- Transfers of Contract Value out of the Fixed Account,

- Surrenders and partial withdrawals from the Fixed Account (including
any applicable market value adjustments and surrender charges), and

- Charges assessed in connection with the Contract.

Fixed Amounts are withdrawn or surrendered on a first-in-first-out basis. The
Fixed Account value is the sum of

Fixed Amounts under the Contract. The Fixed Contract Value is guaranteed to
accumulate at a minimum effective annual interest rate shown on your Data Pages.

The Fixed Account varies according to the state in which the Contract is issued.
Currently, the Fixed Period is only for one year . If the Company offers Fixed
Periods of three years or greater, the Company may impose a market value
adjustment on amounts withdrawn prior to the expiration of a Fixed Period, if
allowed by state law. Some states may not allow Fixed Periods or a Fixed
Account. Contact the Company for information on the availability of the Fixed
Account and Fixed Periods in your state.

An Owner may allocate some or all of the Net Purchase Payments and transfer some
or all of the Contract Value to the Fixed Account.

The Company also intends to offer special Fixed Period options that require
minimum monthly transfers to other Subaccounts throughout the Fixed Period (the
"DCA One Year Fixed Period & DCA 6-month Fixed Period"). Purchase payments may
be allocated to the DCA One Year Fixed Period or the DCA 6-month Period, but
transfers in are not allowed.

FIXED PERIODS

From time to time, the Company may offer to credit Fixed Contract Value with
interest at specific guaranteed rates for specific periods of time. These
periods of time are known as Fixed Periods. The Company may offer one or more
Fixed Periods of one to ten years' duration at anytime (currently, only Fixed
Periods of one year are offered). The Company will publish an effective annual
interest rate applicable to each Fixed Period being offered at that time.

Net Purchase Payments allocated or Contract Value transferred to a Fixed Period
is guaranteed to earn that rate of interest for each year of the period
(provided that such payments and Contract Value are not withdrawn during the
Fixed Period or surrendered). The interest rates available at any time will vary
with the number of years in the Fixed Period, but will always meet or exceed the
Fixed Account minimum guaranteed interest rate in effect at the time the
interest rate is disclosed.

Fixed Periods begin as of the date Net Purchase Payments or transfers of
Contract Value are made to them and end when the number of year(s) in the Fixed
Period have elapsed. The last day of the Fixed Period is the expiration date for
the Fixed Period. Owners may not select Fixed Periods with expiration dates
later than the Contract's current Payout Date.

During the 30-day period prior to the expiration of a Fixed Period, the Owner
may transfer the Fixed Amount related to that Fixed Period to any new Fixed
Period (except a DCA Fixed Period) or Subaccount available at that time
(currently, the Company only offers a one-year Fixed Period). Such transfers may
be made at any time from the DCA One-Year Fixed Period and DCA 6-month Fixed
Period. In addition, monthly transfers from the DCA One Year Fixed Period and
DCA 6-month Fixed Period to the Subaccount(s) you designate are required. If no
Subaccount is designated, transfers will be made to the Money Market Subaccount.
The minimum transfer amount is the monthly sum required to fully amortize the
Fixed Amount as of the expiration date of the DCA Fixed Period.

If, at the expiration of a Fixed Period, less than one year remains until the
Payout Date, the Company will credit interest to the Fixed Amount at the
guaranteed rate the Company declares for that purpose. The declared rate is
guaranteed not to be less than the Fixed Account minimum guaranteed rate the
Company describes above. For Fixed Periods other than the DCA One Year Fixed
Period and DCA 6-month Fixed Period, the Company will notify Owners of the
available Fixed Periods and Subaccounts 30 days prior to the expiration of a
Fixed Period.

If an Owner does not respond to the notice with instructions as to how to
reinvest the Fixed Amount, then on the expiration date the Company will invest
the Fixed Amount in another Fixed Period of the same duration as the expiring
period. If no Fixed Period of equal duration is available at that time, the
Company will reinvest the Fixed Amount in the next closest Fixed Period
available. If the duration of that next closest Fixed Period will extend beyond
the Payout Date, you will incur a market value adjustment on the Payout Date, if
permitted by your state.

FIXED ACCOUNT MINIMUM GUARANTEED INTEREST RATE

Contracts issued on or after May 1, 2006: The Fixed Account minimum guaranteed
interest rate is 3.00% for the life of your Contract. Certain states may utilize
an indexed guaranteed minimum guaranteed interest rate, as described under
Contracts Issued Prior to May 1, 2006. See your Contract for details or call the
Home Office for further information on availability in your state.

Contracts issued prior to May 1, 2006: All states except PA, WY, and PR:

The Fixed Account minimum guaranteed interest rate as of your Contract Issue
Date is shown on the Data Pages. In all states except PA, WY and PR, the Fixed
Account minimum guaranteed interest rate will be recalculated each calendar
quarter (on each January 1, April 1, July 1, and October 1). The Fixed Account
minimum guaranteed interest rate will apply to new Fixed Amounts from Net
Purchase Payments and transfers, and will never be less than the lesser of:

(a) 3.00%; or

(b) the interest rate determined as follows:

- the average of the three applicable monthly five-year Constant
Maturity Treasury (CMT) rates reported by the Federal Reserve
(described below), and rounded out to the nearest 0.05%; MINUS

- 1.25%; AND

- subject to a minimum interest rate of 1.00%.

The three monthly five-year CMT rates used in the calculation above are as
follows:

- the prior September, October, and November monthly five-year CMT rates
will be used to determine the first quarter interest rate that is
effective each January 1;

- the prior December, January, and February monthly five-year CMT rates
will be used to determine the second quarter interest rate that is
effective each April 1;

- the prior March, April, and May monthly five-year CMT rates will be
used to determine the third quarter interest rate that is effective
each July 1; and

- the prior June, July, and August monthly CMT rates will be used to
determine the fourth quarter interest rate that is effective October
1.

For Contracts issued prior to May 1, 2006: PA, WY and PR: In PA, WY and PR, the
minimum rate will be fixed for the life of the Contract at 1.50% or 3.00%. See
your Contract for details or call the Home Office for further information on
availability in your state.

MARKET VALUE ADJUSTMENT

If the Company offers a Fixed Period of three years or greater, the Company will
impose a market value adjustment on Fixed Amounts withdrawn or surrendered,
loaned, or applied to an Income Payout Option from such Fixed Period before the
expiration of the period except when such a withdrawal, surrender, loan, or
annuitization occurs during the last 30 days of the period, as permitted by
state law. The market value adjustment is calculated by multiplying the amount
surrendered, withdrawn, loaned, or annuitized by the following factor:

0.70 x (I - J) x n/12

Where:

I = the guaranteed interest rate then being offered for a new Fixed Period
equal in duration and type to the period from which the Fixed Amount is
being withdrawn. If a Fixed Period of such duration is not being
offered, "I" equals the linear interpolation of the guaranteed interest
rates for the Fixed Periods then available. If the Fixed Periods needed
to perform the interpolation are not being offered, "I" equals the
interest rate being paid on the Treasury Constant Maturity Series
published by the Federal Reserve Board for Treasury securities with
remaining maturities equal to the duration of the appropriate Fixed
Period. If no published rates are available for maturities equal to the
duration of the appropriate Fixed Period, linear interpolation of other
published rates will be used. The interest rate being credited to a DCA
Fixed Period will not be used as a factor in any market value
adjustment calculation.

J = the guaranteed interest rate then being credited to the Fixed Amount
being withdrawn.

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

At a time when I exceeds J, the market value adjustment will reduce the portion
of any Fixed Amount available for withdrawal, surrender or application to an
Income Payout Option. At a time when J exceeds I, the market value adjustment
will increase the portion of any Fixed Amount available for withdrawal,
surrender, borrowing, or application to an Income Payout Option. Moreover, in no
event will:

- the market value adjustment exceed an amount equal to the total
interest earned (for all Fixed Amounts) that is in excess of the
effective annual rates(s) based on the Fixed Account minimum
guaranteed interest in effect for each Fixed Amount;

- the application a market value adjustment cause the sum of any
surrender charges and market value adjustment for a Fixed Amount be
greater than 10% of the amount withdrawn; or

- the market value adjustment reduce the amounts withdrawn or
transferred below the amount required under the nonforfeiture laws of
the state with jurisdiction over the Contract.

The total amount withdrawn or surrendered could be less than the total purchase
payments because of the cumulative effect of the market value adjustment and
surrender charge. The market value adjustment is calculated separately for each
Fixed Amount and is applied before any surrender charge. Owners must instruct
the Company as to which Fixed Periods should be withdrawn or surrendered. Within
any Fixed Period, Fixed Amounts are treated separately for purposes of
determining any market value adjustment. The market value adjustment does not
apply to amounts allocated to a DCA Fixed Period or any Fixed Period less than 3
years.

In addition, a market value adjustment does not apply to the calculation of a
death benefit or to amounts deducted from Fixed Contract Value by the Company as
fees or charges.

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

The Company may waive the market value adjustment in certain circumstances. (See
CHARGES AND DEDUCTIONS.) The imposition of a market value adjustment may have
significant federal income tax consequences. (See FEDERAL TAX MATTERS.) In
certain states, the market value adjustment provisions may not apply. See your
Contract for more information.

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") or a
representative of a broker-dealer that has a selling agreement with CUNA
Brokerage. Applications and initial purchase payments submitted to such sales
representatives cannot be processed until the Company receives them from such
representatives at the Home Office. 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 on the Contract Issue Date.

The Company may also be required to provide additional information about an
Owner's account to government regulators. In addition, the Company may be
required to block an Owner's account and thereby refuse to pay any request for
transfers, withdrawals, surrenders, loans, or death benefits, until instructions
are received from the appropriate regulator.

RIGHT TO EXAMINE

The Contract may be returned, along with a Written Request, to the Home Office
or sales representative, within 10 days of receipt. The Company will cancel the
Contract and generally refund the Contract Value less any charges deducted, or
another amount required by law as of the date the Home Office receives the
Written Request. However, if you elect to receive Purchase Payments Credits,
your refunded amount will equal one of the following amounts:

(iii) if greater than (i) or (ii) and required by the law of your state,
your purchase payments minus any withdrawals you previously made.

This means you receive any gains and the Company bears any losses attributable
to the Purchase Payment Credits during the right to examine period. The Company
will assess neither a surrender charge nor a market value adjustment on refunds.

The Contract provides for an initial "right to examine" period. The Owner has
the right to reject the Contract for any reason within ten days of receiving it.
In some states this period may be longer than ten days. Depending upon the state
of issuance of the Contract, the Owner is subject to market risk during the
Right to Examine period.

The Contract may be returned, along with a Written Request, to the Home Office
or sales representative, within 10 days of receipt. 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.

CLASSES

The Contract allows you to select one of several different charge structures,
each referred to as a Class, based on your specific situation. Each Class
imposes different levels of surrender charges and mortality and expense risk
charges. Depending on your needs and preferences, you

can choose the Class that best meets your needs. Before the Company issues your
Contract, you must select one of the two Classes offered in the Contract. Once
you select a Class, you cannot change it:

B-SHARE CLASS - imposes a surrender charge on withdrawals of up to 8% of
each purchase payment. This percentage decreases by 1% annually over the 7
years following the date each purchase payment is credited to your
Contract. Each purchase payment carries it's own surrender charge, and
therefore payment of additional purchase payments will increase the
surrender charge amount should you surrender or take a withdrawal from your
Contract over the following 7 years. The mortality and expense risk charge
for B-Share Class Contracts is 1.15% (assessed daily, as an annual
percentage of average Variable Contract Value); and

L-SHARE CLASS - imposes a surrender charge on withdrawals of up to 8% of
each purchase payment. This percentage decreases by 1% annually over the 4
years following the date each payment is credited to your Contract.
Beginning on the fifth contract anniversary, there is no surrender charge
on any purchase payments. The mortality and expense risk charge for L-Share
Class Contracts is 1.65% (assessed daily, as an annual percentage of
average Variable Contract Value).

You may wish to purchase a B-Share Class if you are not concerned about the need
for access to 100% of your Contract Value without paying a surrender charge over
the seven years after you make a purchase payment. The B-Share Class Contract's
mortality and expense risk changes are lower than those of the L-Share Class
Contracts. Also, you may only elect to receive Purchase Payment Credits if you
elect the B-Share Class.

You may wish to purchase an L-Share Class Contract if you feel you will need
access to 100% of your money without paying a surrender charge after four years
from the Contract Issue date. You will pay higher expenses (including higher
mortality and expense risk charge) for this additional liquidity.

PURCHASE PAYMENTS

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

$5,000 Except as described below.

$2,000 For Contracts that qualify for special federal income tax
treatment under Sections 401, 403(b), 408, 408A, or 457 of the
Code. This category includes qualified pension plans,
tax-sheltered annuities, individual retirement accounts, and
certain deferred compensation plans.

The Value of The value of a Contract exchanged pursuant to Section 1035 of the
a Contract Code, if the Company approves the transaction prior to the
exchange.

$2,000 For a Contract sold to employees of the Company and its
subsidiaries, to employees of CUNA Brokerage and its
subsidiaries, and to registered representatives and other persons
associated with CUNA Brokerage. This category includes both
individual retirement accounts and non-individual retirement
accounts.

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

The amount paid at time of application and the regular payment schedule
established under the automatic purchase plan must total at least the amount
shown above as a minimum purchase amount. For example, if $5,000 is the required
minimum purchase amount, a $2,000 payment at the time of application and an
automatic payment plan amount of $272.73 a month for the next 11 months would be
sufficient. Similarly, if $2,000 is the required minimum purchase amount, an
initial purchase payment of $166.74 and an automatic payment plan amount of
$166.66 for each of the next 11 months would be sufficient. (Tax law limits the
amount of annual contributions that the Company is permitted to accept for an
individual retirement account, except in the case of a rollover or transfer.)

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

The Company reserves the right not to accept: (1) purchase payments received
after the Contract Anniversary following the Annuitant's 85th birthday, (2)
purchase payments of less than $100, (3) purchase payments in excess of $1
million, and (4) any additional purchase payments, if mandated under applicable
law.

CONTRACT VALUE INCREASE ENHANCEMENT

When the Owner makes a purchase payment the Company will enhance the Owner's
Contract Value by an increase percentage if the Owner's cumulative Net Purchase
Payments meet or exceed $500,000. Cumulative Net Purchase Payments equal the
total of all Net Purchase Payments that the Company has received less any
partial withdrawals (including any associated surrender charges) that the Owner
has made.

The amount of the Contract Value Increase Enhancement varies by cumulative Net
Purchase Payment levels. The chart below sets forth the cumulative Net Purchase
Payment levels with the associated increase percentages:

ENHANCEMENT AMOUNTS

INCREASE
CUMULATIVE NET PURCHASE PAYMENT LEVELS PERCENTAGE
- -------------------------------------- ----------

$500,000 through $999,999.99 0.50%
$1,000,000 and above 0.70%

The Company will calculate the Contract Value Increase Enhancement as follows:

(a) cumulative Net Purchase Payments; multiplied by

(b) the applicable increase percentage; minus

The Company will allocate the amount of the Contract Value Increase Endorsement
pro-rata according to the Owner's current purchase payment allocation in the
share class elected by the Owner.

The Company funds the Contract Value Increase Enhancement from its general
account, and does not charge Owners for the Contract Value Increase Enhancement.

The Company will treat the Contract Value Increase Enhancement as Contract
earnings. The Contract Value Increase Enhancement will not be subject to any
applicable surrender charge. Contract Value Increase Enhancements are not
purchase payments, and therefore, do not increase the amount of surrender
charges the Company assesses. However, they will be subject to the same charges
as the base contract class. The Contract Value Increase Enhancement may not be
available in all states.

Please note that you will not receive both Contract Value Increase Enhancements
and Purchase Payment Credits. The Purchase Payment Credits will include any
Contract Value Increase Enhancement.

PURCHASE PAYMENT CREDITS

You may elect to receive Purchase Payment Credits, if you elect the Purchase
Payment Credit Endorsement. Under the endorsement, each time you make a purchase
payment, the Company will enhance, at a cost, your Contract Value by 4% or 5%
based on the cumulative Net Purchase Payment levels, as illustrated in the
following table:

Purchase
Cumulative Net Purchase Payment Credit
Payments Percentage
- ----------------------- --------------

Up to $250,000 4%
$250,000 and over 5%

The Company will calculate and apply Purchase Payment Credits the same day that
your purchase payment is applied to your Contract Value. The amount of the
increase will be any increase due less any prior increases that have been
credited. Further, the Company will allocate the amount of the Purchase Payment
Credits pro-rata according to your current purchase payment allocation
instructions. Currently, once a purchase payment is credited to your Contract
Value, it is yours to keep. PLEASE NOTE, HOWEVER, THAT THE COMPANY HAS SUBMITTED
AN APPLICATION TO THE SEC IN WHICH THE COMPANY SEEKS EXEMPTIVE RELIEF CONCERNING
THE PURCHASE PAYMENT CREDITS. IF THE SEC GRANTS THE COMPANY'S REQUEST FOR
EXEMPTIVE RELIEF, THE COMPANY WILL RECAPTURE ANY PURCHASE PAYMENT CREDITS
APPLIED TO YOUR CONTRACT DURING THE RIGHT TO EXAMINE PERIOD (IF YOU SURRENDER
DURING THE RIGHT TO EXAMINE PERIOD) AND WITHIN 12 MONTHS OF THE ANNUITANT'S
DEATH.

The Contract's morality and expense risk charges, and surrender charges are
higher if you elect to receive Purchase Payments Credits. However, the Company
will not assess charges for the Purchase Payment Credit Endorsement against
Contract Value in the Fixed Account.

If you elect the Purchase Payment Credit Endorsement, the surrender charge the
Company assesses will be 1% higher than it would be for a B-Share Class Contract
without Purchase Payment Credits. However, the duration during which the Company
assesses surrender charges, generally 7 years from the date the Company applied
the purchase payment, will remain the same. The Company will treat Purchase
Payment Credits as Contract earnings for surrender charge and tax purposes.

In addition to the higher surrender charge rates, the assumptions the Company
uses in assessing the surrender charge will change. The Company will no longer
assume that earnings are withdrawn first. See "Charges and Deductions."

The Purchase Payment Credit Endorsement is not available if you elect the
L-Share Class or if you elect the Earnings Enhanced Death Benefit.

The Purchase Payment Credit the Company applies under the Purchase Payment
Credit Endorsement will include the

increase provided by the Contract Value Increase Endorsement - you will not get
both.

EXAMPLES:

Example 1: The Owner submits $1,000,000 purchase payment at Contract issue.

The Purchase Payment Credit is $1,000,000 x 5% = $50,000.

No prior Purchase Payment Credits have been applied, so the Company applies
the full amount of the Purchase Payment Credit.

Example 2: The Owner submits a $200,000 purchase payment at Contract issue; the
Owner makes an additional $500,000 purchase payment on the first Contract
Anniversary.

The Company applies a Purchase Payment Credit at issue of $200,000 x 4% =
$8,000.

At the time of the additional purchase payment.

- Cumulative purchase payments equal $200,000 + $500,000 =
$700,000.

- Purchase Payment Credits due are $700,000 x 5% = $35,000.

- The Purchase Payment Credits the Company previously applied =
$8,000.

- Purchase Payment Credits the Company applies are $35,000 - $8,000
= $27,000.

Example 3: The Owner submits a $200,000 purchase payment at Contract issue; the
Owner makes an additional $300,000 purchase payment on the first Contract
Anniversary; the Owner takes a $75,000 withdrawal, and then the Owner submits a
$500,000 purchase payment.

At issue the purchase payments the Company applies are $200,000 x 4% =
$8,000.

At the time of the 300,000 additional purchase payment:

- Cumulative purchase payments equal $200,000 + $300,000 =
$500,000.

- Purchase Payment Credits due are $500,000 x 5% = $25,000.

- Total applied with the first additional purchase payment is
$25,000 - $8,000 = $17,000.

With the $75,000 withdrawal:

- Cumulative purchase payments equal $500,000 - $75,000 = $425,000.

- The Company will not "recapture" Purchase Payment Credits.

With the $500,000 additional purchase payment:

- Cumulative purchase payments equal $425,000 + $500,000 =
$925,000.

- Purchase Payment Credits due are $925,000 x 5% = $46,250.

- The Purchase Payment Credits the Company previously applied =
$25,000.

- The Purchase Payment Credits the Company credits are $46,250 -
$25,000 = $21,250.

The Purchase Payment Credit Endorsement may not be available in all states. The
Company reserves the right to discontinue offering the Purchase Payment Credit
Endorsement at any time.

ALLOCATION OF PURCHASE PAYMENTS

The Company allocates purchase payments, Contract Value Increase Enhancements
and Purchase Payment Credits, if any, to Subaccounts and/or the Fixed Account as
instructed by the Owner. An allocation to a Subaccount must be for at least 1%
of a purchase payment and be in whole percentages. An allocation to the Fixed
Account must be for at least $1,000. A requested allocation of less than $1,000
to the Fixed Account will be transferred to the Money Market Subaccount.

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, Contract Value Increase
Enhancements and Purchase Payment Credits, if any, will be allocated to one or
more of the Subaccounts or to the Fixed Account within two Valuation Days of
receipt by the Company at the Home Office. If the application is not properly
completed, the Company reserves the right to retain the purchase payment for up
to five Valuation Days while it attempts to complete the application. If
information which completes the application is received after 3:00 p.m. Central
Time, the initial Net Purchase Payment will be allocated on the next Valuation
Day. 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,
Contract Value Increase Enhancements and Purchase Payment Credits, if any, will
be allocated as designated by the Owner within two Valuation Days.

The Company will process additional purchase payments at the Accumulation Unit
value next determined after the Company receives the purchase payments at the
Home Office.

CONTRACT VALUE

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

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

Determination of Number of Accumulation Units. Any Net Purchase Payment,
Contract Value Increase Enhancements or Purchase Payment Credits, if applied,
allocated to a Subaccount or Contract Value transferred to a Subaccount is
converted into Accumulation Units of that Subaccount. The number of Accumulation
Units is determined by dividing the dollar amount being allocated or transferred
to a Subaccount by the Accumulation Unit value for that Subaccount. The number
of Accumulation Units is increased by additional purchase payments and Contract
Value Increase Enhancement or Purchase Payment Credits, if applicable, 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 charges for mortality and expense risks and administrative
expenses and any applicable redemption fees multiplied by the number
of days in the Valuation Period.

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

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

TRANSFER PRIVILEGES

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

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

- Transfers are not allowed to the DCA 6-month Fixed Period or the DCA
One Year Fixed Period.

- Except for the DCA 6-month Fixed Period and the DCA One Year Fixed
Period, transfers out of a Fixed Period are permitted only during the
30-day period before the expiration of that Fixed Period.

- Transfers from the DCA 6-month Fixed Period and the DCA One Year Fixed
Period may be made throughout the Fixed Period.

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

- You cannot transfer to a Fixed Period if that Fixed Period's duration
would extend beyond the Payout Date.

Amounts transferred to a Subaccount will receive the Accumulation Unit value
next determined after the transfer request is received. The Company must receive
a transfer request by 3:00 p.m. Central Time at its Home Office on a Valuation
Day to process your transfer request on that Valuation Day.

No fee is currently charged for transfers but the Company reserves the right to
charge $10 for each transfer. Transfers from a DCA Fixed Period are not subject
to any transfer fees that we may impose.

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

Transfers may be made by Written Request, fax, Internet, or by telephone.

The Company will send a written confirmation of all transfers. The Company will
use reasonable procedures to confirm that fax, Internet, or telephone
instructions are genuine. These procedures may include requiring callers to
identify themselves and the Owner or others (e.g., Beneficiary) by name, social
security number, date of birth, or other identifying information. There are
risks associated with fax, Internet, or telephone transactions that don't occur
if a Written Request is submitted. Anyone authorizing or making fax, Internet,
or telephone requests bears those risks. The Company will not be liable for any
liability or losses resulting from unauthorized or allegedly unauthorized fax,
Internet, or telephone requests that the Company believes are genuine.

The Company may record telephone requests. The Company reserves the right to
suspend telephone (and facsimile) instructions at any time for any class of
Contracts for any reason.

Internet and telephone (and facsimile) service may not always be available. Any
Internet or telephone (and facsimile), whether it is yours, your service
provider's, your sales representative's, or the Company's, can experience
outages or slowdowns for a variety of reasons. For example, telephone
communications may not be available due to natural disasters (such as hurricanes
or earthquakes), man-made disasters (such as acts of

terrorism, computer failures, electrical blackouts, or certain fires), or simply
because of a high number of calls (which is likely to occur during periods of
high market turbulence). These outages or slowdowns may delay or prevent
processing your request. Although the Company has taken precautions to help its
systems handle heavy use, it cannot promise complete reliability under all
circumstances. If you are experiencing problems, you should make your request by
writing to the Home Office.

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

Additional Transfer Limitations. Frequent, large, or short-term transfers among
Subaccounts, such as those associated with "market timing" transactions, can
adversely affect the Funds and the returns achieved by Owners. In particular,
such transfers may dilute the value of Fund shares, interfere with the efficient
management of the Funds, and increase brokerage and administrative costs of the
Funds. These costs are borne by all Owners invested in the Subaccounts, not just
those making the transfers.

In order to try to protect Owners and the Funds from potentially harmful trading
activity, the Company has certain market timing policies and procedures (the
"Market Timing Procedures").

Detection. The Company employs various means in an attempt to detect, deter, and
prevent frequent, large, or short-term transfer activity among the Subaccounts
that may adversely affect other Owners or Fund shareholders. The Company may
vary the Market Timing Procedures with respect to the monitoring of potential
harmful trading activity from Subaccount to Subaccount, and may be more
restrictive with regard to certain Subaccounts than others. However, the Company
will apply the Market Timing Procedures, including any variance in the Market
Timing Procedures by Subaccount, uniformly to all Owners. The Company also
coordinates with the Funds to identify potential market timers, and will
investigate any patterns of trading behavior identified by Funds that may not
have been captured through operation of the Market Timing Procedures.

Please note that despite its best efforts, the Company may not be able to detect
nor stop all harmful trading.

Deterrence. Once an Owner has been identified as a "market timer" under the
Market Timing Procedures, the Company notifies the Owner that from that date
forward, for three months from the date the Company mailed the notification
letter, the telephone transfer and withdrawal privilege will be revoked. He or
she will only be permitted to make transfers or withdrawals by Written Request
with an original signature conveyed through the U.S. mail or overnight delivery
service.

In its sole discretion, the Company may revise the Market Timing Procedures at
any time without prior notice as necessary to (i) better detect and deter
frequent, large, or short-term transfers that may adversely affect other Owners
or Fund shareholders, (ii) comply with state or federal regulatory requirements,
or (iii) impose additional or alternate restrictions on market timers (such as
dollars or percentage limits on transfers). The Company also reserves the right,
to the extent permitted by applicable law, to implement and administer
redemption fees imposed by one or more of the Funds in the future. If required
by applicable law, the Company may deduct redemption fees imposed by the Funds.
Further, to the extent permitted by law, the Company also reserves the right to
defer the transfer privilege at any time that it is unable to purchase or redeem
shares of the Funds.

The Company currently does not impose redemption fees on transfers, or expressly
allow a certain number of transfers in a given period, or limit the size of
transfers in a given period. Redemption fees, transfer limits, and other
procedures or restrictions may be more or less successful than the Company's in
deterring market timing or other disruptive trading and in preventing or
limiting harm from such trading.

The Company's ability to detect and deter such transfer activity is limited by
its operational and technological systems, as well as by its ability to predict
strategies employed by Owners (or those acting on their behalf) to avoid
detection. Accordingly, despite the Company's best efforts, it cannot guarantee
that the Market Timing Procedures will detect or deter frequent or harmful
transfers by such Owners or intermediaries acting on their behalf. The Company
applies the Market Timing Procedures consistently to all Owners without waiver
or exception.

Fund Frequent Trading Policies. The Funds have adopted their own policies and
procedures with respect to frequent purchases and redemptions of their
respective shares. The prospectuses for the Funds describe any such policies and
procedures. The frequent trading policies and procedures of a Fund may be
different, and more or less restrictive, than the frequent trading policies and
procedures of other Funds and the polices and procedures the Company has adopted
to discourage market timing and other programmed, large, frequent, or short-term
transfers.

Omnibus Orders. Owners and other persons with material rights under the
Contracts also should be aware that the purchase and redemption orders received
by the Funds generally are "omnibus" orders from intermediaries such as
retirement plans and separate accounts funding variable insurance contracts. The
omnibus orders reflect the aggregation and netting of multiple orders from
individual owners of variable insurance contracts and individual retirement plan
participants. The omnibus nature of these orders may limit each Fund's ability
to apply its respective frequent trading policies and procedures. In addition,
if a Fund believes that an omnibus order the Company submits may reflect one or
more transfer requests from Owners engaged in market timing and other
programmed, large, frequent, or short-term transfers, the Fund may reject the

entire omnibus order and thereby delay or prevent the Company from implementing
your request.

Dollar Cost Averaging. Dollar Cost Averaging is a long-term transfer program
that allows you to make regular (monthly, quarterly, semi-annual, or annual)
level investments over time. The level investments will purchase more
Accumulation Units when their value is lower and fewer units when their value is
higher. Over time, the cost per unit averages out to be less than if all
purchases had been made at the highest value and greater than if all purchases
had been made at the lowest value. If continued over an extended period of time,
the dollar-cost averaging method of investment reduces the risk of making
purchases only when the price of Accumulation Units is high. It does not
guarantee a profit or protect against a loss.

Dollar Cost Averaging (DCA) Transfers. An Owner may choose to systematically or
automatically transfer (on a monthly, quarterly, semi-annual, or annual basis) a
specified dollar amount from the Money Market Subaccount to one or more
Subaccounts. A minimum monthly amount must be systematically transferred from
the DCA 6-month Fixed Period and the DCA One Year Fixed Period to one or more
Subaccounts. The minimum monthly transfer amount is the monthly sum that will
amortize the DCA Fixed Period on its expiration date.

The Company reserves the right to stop DCA transfers from the Subaccount that
invests in the Money Market Fund.

Portfolio Rebalancing. An Owner may instruct the Company to automatically
transfer (on a quarterly, semi-annual, or annual basis) Variable Contract Value
between and among specified Subaccounts in order to achieve a particular
percentage allocation of Variable Contract Value among the Subaccounts. Owners
may start and stop automatic Variable Contract Value rebalancing at any time and
may specify any percentage allocation of Contract Value between or among as many
Subaccounts as are available at the time the rebalancing is elected. (If an
Owner elects automatic Variable Contract Value rebalancing without specifying
such percentage allocation(s), the Company will allocate Variable Contract Value
in accordance with the Owner's currently effective purchase payment allocation
schedule. This is not applicable if the purchase payment allocations include an
allocation to the Fixed Account.) If the Owner does not specify a frequency for
rebalancing, the Company will rebalance quarterly. The Company has the right to
stop the portfolio rebalancing programs.

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.

Owners may also automatically transfer the interest from a Fixed Period of the
Fixed Account to one or more of the Subaccounts. The minimum DCA or automatic
transfer amount is the equivalent of $100 per month. If less than $100 remains
in the Subaccount or DCA Fixed Period from which transfers are being made, the
entire amount will be transferred. The amount transferred to a Subaccount must
be at least 1% of the amount transferred and must be stated in whole
percentages. Once elected, automatic transfers remain in effect until the
earliest of: (1) the Variable Contract Value in the Subaccount or DCA Fixed
Period from which transfers are being made is depleted to zero; (2) the Owner
cancels the election; or (3) for three successive months, the Variable Contract
Value in the Subaccount from which transfers are being made has been
insufficient to implement the automatic transfer instructions. The Company will
notify the Owner when automatic transfer instructions are no longer in effect.
There is no additional charge for using automatic transfers. The Company
reserves the right to stop the automatic transfer programs.

SURRENDERS (REDEMPTIONS) AND PARTIAL WITHDRAWALS

Surrenders. At any time on or before the Payout Date, the Owner may surrender
the Contract and receive its Surrender Value by Written Request to the Company.
The Company will process the surrender at the Accumulation Unit value next
determined after the Written Request is received at the Home Office. The Company
must receive your surrender request by 3:00 p.m. Central Time on a Valuation Day
to process the request on that Valuation Day. The Surrender Value will be paid
in a lump sum unless the Owner requests payment under an Income Payout Option.
The Company may apply a market value adjustment and surrender charge upon
surrender. Surrender charges only apply to purchase payments. Therefore, even
though the percentage rate of the surrender charge assessed against purchase
payments increases by 1% if you elect to receive Purchase Payment Credits,
surrender charges are never assessed against the Purchase Payment Credits
themselves or against Credit Value Increase Enhancements.

Partial Withdrawals. At any time on or 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 process the withdrawal at the
Accumulation Unit value next determined after the request is received at the
Home Office. The Company must receive your partial surrender

request by 3:00 p.m. Central Time on a Valuation Day to process the request on
that Valuation Day. The Company may apply a market value adjustment and
surrender charge upon partial withdrawal, which will be deducted from the
remaining Contract Value. Surrender charges only apply to purchase payments.
Therefore, even though the percentage rate of the surrender charge assessed
against purchase payments increases by 1% if you elect to receive Purchase
Payment Credits, surrender charges are never assessed against the Purchase
Payment Credits themselves or against Credit Value Increase Enhancements.

The Owner may specify the amount of the partial withdrawal to be made from
Subaccounts or the Fixed Account. If the Owner does not so specify, or if the
amount in the designated Subaccounts or the Fixed Account is not enough to
comply with the request, the partial withdrawal (and any applicable market value
adjustment and surrender charge) will be made proportionately from the accounts.

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

Systematic Withdrawals. Owner(s) may elect to receive periodic partial
withdrawals under the Company's systematic withdrawal plan. Such withdrawals
will be assessed surrender charges. 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. Generally,
Systematic Withdrawals may only be made from Variable Contract Value
Subaccounts. However, Systematic Withdrawals can be made from the Fixed Account
to satisfy Required Minimum Distributions. Additionally, the Company will allow
Systematic Withdrawals of interest from Fixed Periods of the Fixed Account.
Please note that withdrawals from the Fixed Account may be subject to a market
value adjustment. The $100 minimum withdrawal requirement may be waived if the
withdrawal is necessary to meet the required minimum distribution under the
Code; however, any applicable surrender charge and market value adjustment will
continue to apply. Generally, Owners should be at least age 59 1/2 to
participate in the systematic withdrawal plan unless they elect to receive
substantially equal periodic payments. Beginning a systematic withdrawal plan
before the Owner reaches age 59 1/2 may have federal income tax implications.

The withdrawals may be: (1) a specified dollar amount, (2) a specified whole
number of Accumulation Units, (3) a specified 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 the earliest of
the following events: (1) the Variable Contract Value in a Subaccount from which
partial withdrawals are being made becomes zero, (2) a termination date
specified by the Owner is reached, (3) the Owner requests that his or her
participation in the plan cease, or (4) a surrender charge would be applicable
to amounts being withdrawn (i.e., partial withdrawals under the systematic
withdrawal plan may not include amounts subject to the surrender charge unless
one of the exceptions noted below applies).

With regard to (4), an Owner may, by Written Request, request that systematic
withdrawals continue even though a surrender charge is deducted in connection
with such withdrawals. Also with regard to (4), if the withdrawal is necessary
to meet the required minimum distribution under the Code or if necessary to make
substantially equal payments as required under the Code, the Company will
continue systematic withdrawals even though a surrender charge is deducted.

Automatic Required Minimum Distribution Plan. Certain qualified plans require
that you begin to take distributions by age 70 1/2. To help make these
distributions, the Company offers its Automatic Required Minimum Distribution
plans. The Automatic Required Minimum Distribution plan can be used by
individuals participating in a Tax Sheltered Annuity (TSA), Individual
Retirement Annuity (IRA), or Simplified Employee Pension (SEP). If the owner
elects to use this plan, scheduled withdrawals using the previous December 31
year-end value divided by the appropriate life expectancy factor will
automatically be taken from their contract value. These scheduled withdrawal
amounts will satisfy minimum distribution requirements for the value in this
Contract.

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, severance from employment, 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 may be federal income tax implications to surrenders and partial
withdrawals. Owners should consult with their tax adviser before requesting a
surrender or partial withdrawal. 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

Naming different persons as Owner(s), Annuitant(s), and Beneficiary(ies) can
have important impacts on whether the death benefit is paid, and on who would
receive it. Carefully consider the potential consequences under various
scenarios when naming Owners, Annuitants, and Beneficiaries, and consult your
sales representative or financial advisor.

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.

If there is a non-natural Owner, the death or change of an Annuitant will be
treated as the death of an Owner for these purposes. 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 Payout 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 Death of the Annuitant, to apply the death benefit to an Income Payout
Option. If the Annuitant who is also an Owner dies, the Beneficiary may only
apply the death benefit payment to an Income Payout 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.

In lieu of a lump sum payment, if the Beneficiary is the deceased Annuitant's
spouse, then he or she may elect to continue the Contract.

Basic Death Benefit. 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 Valuation
Date the Company receives Due Proof of Death; or

(2) Contract Value as of the Valuation Date the Company receives Due Proof
of Death;

The death benefit will be reduced by any outstanding Loan Amount and any
applicable premium expense charges not previously deducted. PLEASE NOTE: THE
COMPANY HAS SUBMITTED AN APPLICATION TO THE SEC IN WHICH THE COMPANY SEEKS
EXEMPTIVE RELIEF CONCERNING THE PURCHASE PAYMENT CREDITS. IF THE SEC GRANTS THE
COMPANY'S REQUEST FOR EXEMPTIVE RELIEF, THE COMPANY WILL RECAPTURE ANY PURCHASE
PAYMENT CREDITS APPLIED TO YOUR CONTRACT VALUE WITHIN 12 MONTHS OF THE
ANNUITANT'S DEATH. 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 basic
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
(including any applicable market value adjustments and surrender
charges).

MISCELLANEOUS MATTERS

PAYMENTS

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

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

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

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

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

The Company has the right to defer payment of any surrender, partial withdrawal,
or transfer from the Fixed Account for up to six months from the date of receipt
of Written Request for such a surrender or transfer. In addition, the Company
may defer payment from the Fixed Account for up to two months from the date we
receive Due Proof of Death. Interest will be added to the amount paid, if
required by a particular jurisdiction. Interest will be calculated at the rate
required and for a time period required by law or regulation.

If mandated under applicable law, the Company may be required to reject a
purchase payment. The Company may also be required to provide additional
information about your account to government regulators. In addition, the
Company may be required to block an Owner's account and thereby refuse to pay
any request for transfers, withdrawals, surrenders, loans or death benefits,
until instructions are received from the appropriate regulator.

MODIFICATION

Upon notice to the Owner and as permitted by applicable law, 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;

(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;

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

(4) to combine the Variable Account with any of our other separate
accounts and/or create new separate accounts;

(5) to transfer the assets of any Subaccount to any other Subaccount, and
to add new Subaccounts and make such Subaccounts available to any
class of contracts as we deem appropriate;

(6) to transfer assets from the Variable Account to another separate
account;

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

(8) (8) 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;

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

(10) to add new funds or remove existing funds;

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

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

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

REPORTS TO OWNERS

At least annually, the Company will mail to each Owner, at such Owner's last
known address of record, a report setting forth the Contract Value (including
the Contract Value in each Subaccount and each Fixed Amount), purchase payments
paid and charges deducted since the last report, partial withdrawals made since
the last report, individualized rate of return (based on contract fees, charges,
riders and deposits) 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.

INCOME PAYOUT 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 Single Life
Income Option with ten years guaranteed, unless the Owner elects to have the
proceeds paid under another payment option or to receive the Surrender Value in
a lump sum. Unless the Owner instructs the Company otherwise, amounts in the
Fixed Account will be used to provide a Fixed Income Payout Option and amounts
in the Variable Account will be used to provide a variable Income Payout Option.

The Payout Proceeds equal the Contract Value:

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

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

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

(4) minus any applicable Loan Amount; and

(5) minus any applicable premium expense charge not yet deducted.

ELECTION OF INCOME PAYOUT OPTIONS

On the Payout Date, the Payout Proceeds will be applied under an available
Income Payout Option, unless the Owner elects to receive the Surrender Value in
a single sum. If an election of an Income Payout Option is not on file at the
Home Office on the Payout Date, the proceeds will be paid as a life income
annuity with payments for ten years guaranteed. An Income Payout 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 Payout Option
other than paying the Payout Proceeds in a lump sum if the total amount applied
to an Income Payout Options 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 Payout 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. Except for Options 1 and 2A, the income purchase
rates in the Contract are based on a minimum guaranteed interest rate of 3.5%.
For Options 1 and 2A, the income purchase rates are based on an effective annual
interest rate of 2%. 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.

DESCRIPTION OF INCOME PAYOUT OPTIONS

Unless otherwise noted, once an option is selected and Income Payments begin,
the value of any remaining payments can not be surrendered or withdrawn and paid
in a single sum.

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 2%. Interest will be paid every month or every 12
months as the Payee selects. Under this option, the Payee may withdraw part or
all of the proceeds at any time. This option may not be available in all states.

Option 2A - Installment Option - Fixed Payments. The Company makes Fixed monthly
Income Payments for a number of years between 5 and 30 selected by the Owner. In
the event of the Payee's death, a successor Payee may receive the payments or
may elect to receive the present value of the remaining payments (computed as
described in the Contract) in a lump sum. If there is no successor Payee or if
the successor Payee dies, the present value of the remaining payments will be
paid to the estate of the last surviving Payee.

Option 2B - Installment Option - Variable Payments. The Company makes monthly
Income Payments for a number of years between 5 and 30 selected by the Owner. 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 it
the successor Payee dies, the present value of the remaining payments will be
paid to the estate of the last surviving Payee. The Payee may elect at anytime
by Written Request to surrender the income option and receive the commuted value
of the remaining payments. The Payee also may elect at any time by Written
Request to withdraw a portion of commuted value of the remaining payments (i.e.
the future value of your remaining payments will be reduced proportionally by
the withdraw). The commuted value of the payments will be calculated as
described in the Contract.

Option 3A - Single Life Income Guaranteed Period Certain. The Company makes
monthly Income Payments during the Annuitant's lifetime with the guarantee that
payments will be made for a period of five, ten, fifteen, or twenty years as
selected by the Owner. In the event of the Annuitant's death before the
expiration of the specified number of years, the Payee or 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 - Single 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
Annuitant. UNDER THIS OPTION, A PAYEE COULD RECEIVE ONLY ONE PAYMENT IF THE
ANNUITANT DIES AFTER THE FIRST PAYMENT, TWO PAYMENTS IF THE ANNUITANT DIES AFTER
THE SECOND PAYMENT, ETC.

Option 4A - Joint and Survivor Life Income - Guaranteed Period Certain. The
Company makes monthly Income Payments for as long as either of two joint
Annuitants remain alive, with the guarantee that payments will be made for a
period of five, ten, fifteen, or twenty years as selected by the Owner. If after
the second Annuitant dies, payments have been made for fewer than the selected
number of years, payments will be made to the Payee or 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 Annuitant's age (and if applicable, gender). Age
will be determined from the last birthday at the due date of the first payment.

Option 4B - Joint and Survivor Life Income. The Company makes monthly Income
Payments for as long as either of two joint Annuitants remains alive. The same
as Option 4A except that payments are not guaranteed for a specific number of
years. UNDER THIS OPTION, A PAYEE COULD RECEIVE ONLY ONE PAYMENT IF BOTH
ANNUITANTS DIE AFTER THE FIRST PAYMENT, TWO PAYMENTS IF BOTH ANNUITANTS DIE
AFTER THE SECOND PAYMENT, ETC.

Option 5A - Single Life Income - Payments Adjusted For Inflation - Guaranteed
Period Certain (Fixed Income Payments Only). The Company makes monthly Income
Payments adjusted for inflation as described below during the Annuitant's
lifetime with the guarantee that payments will be made for a period of ten years
or twenty years as selected by the Owner. In the event of the Annuitant's death
before the expiration of the specified number of years, the Payee or 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 5B - Single Life Income - Payments Adjusted For Inflation (Fixed Income
Payments Only). The Company makes monthly Income Payments adjusted for inflation
as described below for as long as the Annuitant lives. The same as Option 5A
except that payments are not guaranteed for a specific number of years. UNDER
THIS OPTION, A PAYEE COULD RECEIVE ONLY ONE PAYMENT IF THE ANNUITANT DIES AFTER
THE FIRST PAYMENT, TWO PAYMENTS IF THE ANNUITANT DIES AFTER THE SECOND PAYMENT,
ETC.

Option 6A - Joint and Survivor Life Income - Payments Adjusted For Inflation -
Guaranteed Period Certain (Fixed Income Payments Only). The Company makes
monthly Income Payments adjusted for inflation as described below for as long as
either of two joint Annuitants remain alive, with the guarantee that payments
will be made for a period of five, ten, fifteen, or twenty years as selected by
the Owner. If after the second Annuitant dies, payments have been made for fewer
than the selected number of years, payments will be made to the Payee or 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.

Option 6B - Joint and Survivor Life Income - Payments Adjusted For Inflation
(Fixed Income Payments Only). The Company makes monthly Income Payments adjusted
for inflation as described below for as long as two joint Annuitants remain
alive. The same as Option 6A except that payments are not guaranteed for a
specific number of years. UNDER THIS OPTION, A PAYEE COULD RECEIVE ONLY ONE
PAYMENT IF BOTH ANNUITANTS DIE AFTER THE FIRST PAYMENT, TWO PAYMENTS IF BOTH
ANNUITANTS DIE AFTER THE SECOND PAYMENT, ETC.

Option 7 - Single Life Income - Payments Adjusted For Inflation - Lifetime
Payout with Cash Refund (Fixed Income Payments Only). The Company will make
monthly Income Payments adjusted for inflation as described below for as long as
the Annuitant lives. The total amount paid under this option will be at least
equal to the Contract Value applied. If the Annuitant dies and the total of all
Income Payments paid is less than the Contract Value applied to this option, the
difference will be payable to the Payee or a successor Payee in a lump sum. If
there is no successor Payee, it will be payable to the Payee's estate.

Option 8 - Joint and Survivor Life Income - Payments Adjusted For Inflation -
Lifetime Payout with Cash Refund (Fixed Income Payments Only). The Company will
make monthly Income Payments adjusted for inflation as described below for as
long as either of two joint Annuitants remains alive. The total amount paid
under this option will be at least equal to the Contract Value applied. If at
the death of the second Annuitant, the total of all Income Payments paid is less
than the Contract Value applied to this option, the difference will be payable
to the Payee or a successor Payee in a lump sum. If there is no successor Payee,
it will be payable to the last surviving Payee's estate.

Adjustments for Inflation. For Options 5A, 5B, 6A, 6B, 7, and 8, Income Payments
will be adjusted for inflation at the beginning of each calendar year. The
adjustment is based on the percentage increase in the Consumer Price Index -
Urban Wage Earners and Clerical Workers (Current Series) for the 12-month period
ended September 30 of the prior calendar year. If the change in the index is
negative, no adjustment will be made. If the CPI-W is discontinued, a substitute
index will be used. Such substitute index may be subject to approval by your
state insurance department. The Company reserves the right to discontinue
offering settlement options 5A, 5B, 6A, 6B, 7, and 8 if the U.S. Treasury
Department no longer issues new Treasury Inflation Protection Securities.

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.

Please note that annuity options without a life contingency (e.g., Options 1, 2A
and 2B may not satisfy required minimum distribution rules. Consult a tax
advisor before electing one of these options.

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 successor Payee becomes the new
Owner. If there is no successor Payee, the surviving Annuitant becomes the new
Owner. Such Owners will have the rights of Owners after the Payout Date,
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 Payout Option pursuant to which Income Payments
are being made.

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 and deducted on a daily basis, and are equal
to an annual rate of (i) 1.15% of the average daily net assets of the Variable
Account for the B-Share, (ii) 1.60% of the average daily net assets of the
Variable Account if you elect to receive Purchase Payments Credits, and (iii)
1.65% of the average daily net assets of the Variable Account for the L-Share
Class.

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, or for any other purpose.

ADMINISTRATIVE CHARGE

The Company deducts a daily administrative charge to compensate it for
administrative expenses it incurs. The charge is deducted at an annual rate of
0.15% of the average daily net assets of the Variable Account.

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. A more detailed description of these
fees and expenses may be found in the Funds' prospectus, which follows this
Prospectus. Please note that the Funds and their investment adviser are
affiliated with the Company. In addition, as discussed under "Servicing Fees"
above, the Funds pay the Company for providing certain administrative services.

SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE)

Charge for Partial Withdrawal or Surrender. No sales charge deduction is made
from purchase payments when amounts are deposited into the Contracts. However,
if any amount is withdrawn or surrendered within seven years (B-Share Contracts)
or four years (L-Share Contracts) of being received by the Company, the Company
will withdraw the amount requested and deduct a surrender charge from the
remaining Contract Value. The Company deducts a surrender charge to compensate
it for the distribution costs when Owners surrender or withdraw before
distribution costs have been recovered.

The surrender charge is calculated by multiplying the applicable charge
percentage (as shown below) by the amount of purchase payments surrendered. This
means that you would pay the same charge at the time of withdrawal or surrender
regardless of whether your Contract Value has increased or decreased. There is
no surrender charge for withdrawal of Contract Value in excess of aggregate
purchase payments (less withdrawals of such payments). The surrender charge
generally is calculated using the assumption that all Contract Value in excess
of aggregate purchase payments (less withdrawals of such payments) is
surrendered before any purchase payments and that purchase payments are
surrendered on a first-in-first-out basis. This assumption works to your
advantage if you anticipate a current need to assess your Contract Value.

However, if you elect to receive Purchase Payment Credits, the assumptions the
Company uses in assessing the surrender charge are different. The Company will
assume that earnings will be withdrawn last. Specifically, in applying the
surrender charge with a Purchase Payment Credit, the Company will assume
Contract Value is withdrawn as follows: first, the oldest purchase payments are
withdrawn; second, 10% of purchase payments free of surrender charge will be
withdrawn; and finally, purchase payments subject to surrender charge will be
withdrawn.

After all purchase payments have been withdrawn (and all surrender charges paid)
earnings will be withdrawn. This change in withdrawal order has no impact on
taxation of the withdrawal. However, it does mean that you will not have access
to 100% of the gain in your Contract without first withdrawing 100% of your
purchase payments and paying any associated surrender charges. This assumption
works to your disadvantage if you anticipate a current need to assess your
Contract Value. The surrender charge schedule varies by Class and whether you
have elected to receive Purchase Payment Credits. The schedule is set forth
below:

NUMBER OF CHARGE AS A
FULL YEARS PERCENTAGE
BETWEEN CHARGE AS A OF PURCHASE CHARGE AS A
DATE OF PERCENTAGE PAYMENT - PERCENTAGE
PURCHASE OF PURCHASE PURCHASE OF PURCHASE
PAYMENT AND PAYMENT - PAYMENT PAYMENT -
DATE OF B-SHARE CREDITS L-SHARE
SURRENDER CLASS ELECTED CLASS
- ----------- ----------- ----------- -----------

0 8% 9% 8%
1 7% 8% 7%
2 6% 7% 6%
3 5% 6% 5%
4 4% 5% 0%
5 3% 4% 0%
6 2% 3% 0%
7+ 0% 0% 0%

For B-Share Class Contracts issued in conjunction with plans that qualify under
Section 457(f) of the Code, the schedule of percentages shown above will apply
from the Contract Issue Date to the date of surrender, rather than from the
number of years since the purchase payment was made.

Assuming you elect to receive Purchase Payment Credits and you withdraw all
purchase payments within one year of payment, in no event will the surrender
charges the Company imposes, when added to any surrender charges previously
assessed on the Contract exceed 8.1% of aggregate purchase payments made to date
for that Contract. The surrender charge percentage rate in this case is 9% of
purchase payments withdrawn, but 10% of these payments will not be assessed a
surrender charge, as described below. The maximum surrender charge imposed on a
single withdrawal is 9%, assuming the amount not subject to surrender charge for
the contract year has already been utilized by a prior withdrawal.

Amounts Not Subject to Surrender Charge. In each Contract Year, earnings may be
withdrawn free of surrender charges. In addition, up to 10% of an amount equal
to the aggregate purchase payments still subject to a surrender charge (computed
at the time of the withdrawal or surrender) may be withdrawn or surrendered
during that year without a surrender charge. Any amounts surrendered or
withdrawn in excess of this 10% will be assessed a surrender charge. This right
is not cumulative from Contract Year to Contract Year. For B-Share Class
Contracts issued in conjunction with Section 457(f) Plans, in each Contract
Year, up to 10% of an amount equal to the aggregate purchase payments (computed
at the time of withdrawal or surrender) may be withdrawn or surrendered during
that year without a surrender charge. Ten percent of the portion of the
withdrawal that exceeds the earnings will be free of surrender charge. The other
90% will be subject to the surrender charge rate as outlined in the above chart.
A surrender charge is not assessed on Contract Value Increase Enhancements or
Purchase Payment Credits.

Waiver of Market Value Adjustment and Surrender Charge.(This benefit may be
exercised only one time). In most states, the Contract provides that, upon
Written Request from the Owner before the Payout Date, the surrender change and
any applicable market value adjustment will be waived on one partial withdrawal
or surrender if the Annuitant is:

(1) confined to nursing home or hospital after the Contract is issued (as
described in the Contract); or

(2) becomes terminally ill after the Contract is issued (as described in
the Contract); or

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

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

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

ANNUAL CONTRACT FEE

On each Contract Anniversary before the Payout Date, the Company deducts an
annual Contract fee of $30 to pay for administrative expenses. The fee is
deducted from each Subaccount and from the Fixed Account based on a proportional
basis. The Company reserves the right to deduct the annual Contract Fee upon
surrender of a Contract on a date other than a Contract Anniversary. A pro-rated
portion of the fee is deducted upon application to an Income Payout Option.
After the Payout Date, the annual Contract fee is deducted from variable Income
Payments. The Company does not deduct the annual Contract fee on Contracts with
a Contract Value of $50,000 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 $50,000 or more has been applied to an Income Payout Option.

TRANSFER PROCESSING FEE

Currently no fee is charged for transfers. However, the Company reserves the
right to charge $10 for each transfer to compensate it for transfer processing
costs. The transfer charge is not applicable to transfers from the DCA 6-month
Fixed Period or the DCA One Year Fixed Period. Each Written Request or
telephone/fax authorization 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 accounts.

DUPLICATE CONTRACT CHARGE

You can obtain a summary of your Contract at no charge. There will be a $30
charge for a duplicate Contract. In addition, a Written Request is needed to
request 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 based on current state law. 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
Payout 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 unless
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 benefit proceeds,
amounts applied to Income Payout Options, or Income Payments, as appropriate.

LOAN INTEREST CHARGE

While a loan is outstanding, loan interest is payable at the end of each
Contract Year or, if earlier, on the date of loan repayment, surrender,
termination, or death of the Annuitant. Loan interest is charged in arrears on
the amount of an outstanding loan. Loan interest that is unpaid when due will be
added to the amount of the loan at the end of each Contract Year and will bear
interest at the same rate.

The Company charges an annual interest rate of 6.5% on loans. After offsetting
the 3% interest the Company guarantees it will credit to the Loan Account, the
maximum guaranteed net cost of loans is 3.5% (annually).

ENHANCED DEATH BENEFIT RIDER CHARGES

The 3% Annual Guarantee Death Benefit rider carries an annual charge of 0.20% of
average monthly Contract Value for the prior year. The Maximum Anniversary Value
Death Benefit carries an annual charge of 0.15% of average monthly Contract
value for the prior year; while the Earnings Enhanced Death Benefit Rider
carries an annual charge of 0.30% of average monthly Contract Value for the
prior year. In addition, the Spouse Beneficiary Death Benefit Rider carries an
annual charge of 0.05% of average monthly Contract Value for the prior year.
These charges, which are intended to compensate the Company for the costs and
risks assumed by the Company in providing the riders, will be assessed on each
Contract Anniversary. Each charge will be based on the average monthly Contract
Value for the previous 12 months. The charge will be deducted from the
Subaccounts and Fixed Amounts on a pro-rata basis. A pro-rata portion of this
charge will be deducted upon surrender payment of death proceeds, or selection
of an Income Payout Option, if the surrender payment of death proceeds or
selection of an Income Payout Option does not occur on a Contract Anniversary.

ENDORSEMENT CHARGES

Currently there is no charge for the Income Payment Increase Endorsement;
however, the Company reserves the right to charge up to $150 for the
endorsement. If a charge is assessed, it will be deducted from the additional
amount received before it is added to the Contract Value applied to the Income
Payment Option.

Generally, there is no charge for the Change of Annuitant Endorsement, however,
if the Owner exercises the rights

under this endorsement during the first two Contract Years, the Company reserves
the right to charge up to $150 to offset the Company's expenses incurred in
connection with the endorsement. If a fee is imposed, this fee will be deducted
from the Contract Value at the time of the change of Annuitant. The Change of
Annuitant Endorsement is subject to a number of conditions.

GUARANTEED LIVING BENEFIT CHARGES

Guaranteed Living Benefit Charges are assessed on each Contract Anniversary and
are shown as a percentage of average monthly Contract Value for the prior
Contract year. The monthly date used for the calculation of average monthly
Contract Value is the same day each month as the Contract Issue Date.

For Guaranteed Withdrawal Benefit riders generally issued on and after the date
of this prospectus, the Guaranteed Minimum Withdrawal Benefit charge varies by
the death benefit elected.

- It is currently 0.65% for Guaranteed Minimum Withdrawal Benefit with
Minimum Guarantee Death Benefit. The guaranteed maximum charge is
1.0%;

- It is currently 0.80% for the Guaranteed Minimum Withdrawal Benefit
with Maximum Anniversary Death Benefit. The guaranteed maximum charge
is 1.15%; and

- It is currently 0.65% if you convert from a Guaranteed Minimum
Accumulation benefit to a Guaranteed Minimum Withdrawal Benefit. The
guaranteed maximum charge is 1.0%.

For Guaranteed Minimum Accumulation Benefit Riders issued after October 30,
2006, the Company charges 0.50%. This charge is guaranteed unless you elect to
step-up or renew your benefit. In that case, the charge will be the same as the
charge for newly issued riders. If the Company no longer issues these riders,
the charge will be set at the sole discretion of the Company.

For Guaranteed Minimum Withdrawal Benefit riders generally issued between
October 30, 2006 and October 29, 2007 and as available in your state, the
Guaranteed Minimum Withdrawal Benefit charge is 0.60%.

The guaranteed maximum charge for each of the Guaranteed Minimum Withdrawal
Benefit and the Guaranteed Minimum Accumulation Benefit riders generally issued
before October 30, 2006 is 1%.

If the benefit is in effect on the Contract Issue Date, the Company will not
assess a charge for the benefit until the first Contract Anniversary.

ADDITIONAL INFORMATION

The Company sells the Contracts through registered representatives of
broker-dealers. These registered representatives are also appointed and licensed
as insurance agents of the Company. The Company pays commissions to the
broker-dealers for selling the Contracts. You do not directly pay this
commission, the Company does. The Company intends to recover commissions,
marketing, administrative and other expenses and the cost of Contract benefits
through the fees and charges imposed under the Contracts. See "Distribution of
the Contracts" for more information.

OPTIONAL DEATH BENEFITS

If the Owner elects one of the following enhanced death benefit riders, the
death benefit will not be paid as described above under the heading "Death
Benefit Before the Payout Date," and will be calculated as described below. The
Company assesses a charge for each of the optional death benefit riders. Please
consult a competent tax adviser before electing any of these riders in
connection with a Qualified Contract. The tax rules for Qualified Contracts may
limit the value of a rider or endorsement.

MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT

This rider provides a minimum death benefit prior to the Payout Date equal to
the Maximum Anniversary Value (as described below) less any Loan Amounts and
premium taxes 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 (including any applicable
market value adjustments and surrender charges).

The Maximum Anniversary Value on each Contract Anniversary is the greater of the
most recently calculated Maximum Anniversary Value and your Contract Value

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

3% ANNUAL GUARANTEE DEATH BENEFIT

This rider provides a minimum death benefit prior to the Payout Date equal to
the 3% Annual Guarantee Death Benefit less any Loan Amounts and premium taxes
not previously deducted. On the issue date the 3% Annual Guarantee Value is
equal to the initial Net Purchase Payment. Thereafter, the 3% Annual Guarantee
Value on each Contract Anniversary is the lesser of:

(1) the sum of all Net Purchase Payments received minus an adjustment for
partial withdrawals plus interest compounded at a 3% 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 3% Annual Guarantee Death Benefit immediately prior to the
withdrawal, less any adjustments for earlier withdrawals (including
any applicable market value adjustments and surrender charges).

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

EARNINGS ENHANCED DEATH BENEFIT RIDER

This rider provides a minimum death benefit prior to the Payout Date equal to
the greater of:

(1) the death benefit proceeds provided by the Contract;

(2) the death benefit proceeds provided by any other rider attached to the
Contract; or

(3) the Earnings Enhanced Death Benefit Proceeds, as such term is defined
below, as of the date Due Proof of Death is received.

The death benefit proceeds described above will be reduced by any Loan Amount
and any applicable premium taxes not previously deducted.

The Earnings Enhanced Death Benefit Proceeds are equal to Contract Value plus an
additional amount, not to exceed 100% of all remaining purchase payments,
calculated by multiplying earnings by:

40% if the Annuitant was age 70 or younger on the Contract Issue Date; or

25% if the Annuitant was age 71 or older on the Contract Issue Date

For this purpose: (1) "earnings" means Contract Value minus any applicable rider
charges accrued since the prior Contract Anniversary plus any remaining purchase
payments, and (2) "remaining purchase payments" means the sum of all Net
Purchase Payments received less the amount by which each partial withdrawal
exceeds the earnings in the Contract immediately prior to the withdrawal.
Earnings can never be less than zero.

Also for this purpose, Partial Withdrawals are deemed to be taken from Contract
Value representing earnings, and when no such earnings remain, from Contract
Value representing Net Purchase Payments on a first-in, first-out basis.

The Earnings Enhanced Death Benefit Rider is only available if you elect the
Maximum Anniversary Value Death Benefit or the 3% Annual Guarantee Death
Benefit. This rider will terminate automatically if neither of the other
optional death benefit riders is in force. The Earnings Enhanced Death Benefit
Rider cannot be elected with Purchase Payment Credits.

SPOUSE BENEFICIARY DEATH BENEFIT RIDER

The spousal death benefit extends the basic death benefit and any attached death
benefit riders on your life, during the accumulation period, to your spouse if
he or she is your sole Beneficiary under the Contract. If your spouse dies
before you do, the benefit (if any) described below will be paid into your
Contract. You may wish to consider electing this rider if you will be the sole
Owner and Annuitant under the Contract and you intend to name your spouse as
your sole Beneficiary.

You should not add this rider if you do not intend for your spouse to be the
sole Beneficiary, if you desire to name a co-annuitant, or if you are not the
sole Owner of the Contract.

This rider provides a spousal death benefit if your spouse Beneficiary dies
during the accumulation period

provided: you are named as both the sole Annuitant and the sole Owner; your
spouse is named as the sole primary Beneficiary; your spouse has signed the
application or written request for this rider; and both you and your spouse are
less than age 76 on the rider effective date.

The Spouse Beneficiary Death Benefit Rider will not be issued in conjunction
with the Earnings Enhanced Death Benefit. We are currently not offering it with
Qualified Contracts.

Spouse Beneficiary Death Benefit. In the event your spouse Beneficiary who
signed the original application dies, the Company will calculate the spousal
death benefit proceeds according to the terms of the Contract including any
attached death benefit riders, and compare the amount of those proceeds to the
Surrender Value as of the date the Company receives Due Proof of Death. If the
death benefit proceeds are greater than your Surrender Value, the Company will
allocate the difference according to the purchase payment allocation designation
on file as of the date it receives Due Proof of Death. If death benefit proceeds
are less than your Surrender Value on the date the Company receives Due Proof of
Death, no additional amount will be added to your Contact. The charges for this
rider will not be refunded.

The additional amount, if any, will not increase surrender charges on the
Contract. However, any amount allocated to a Fixed Account will begin a new
Fixed Period that may be subject to market value adjustment. It is possible that
any distribution attributable to the Spouse Beneficiary Death Benefit will be
taxable in full.

Termination. The Spouse Beneficiary Death Benefit rider will terminate on the
earliest of:

- the date death benefit proceeds become payable on you according to the
provisions of the Contract;

- the date death benefit proceeds become payable on your spouse
Beneficiary according to the terms of this rider;

- the Payout Date;

- the date the Company receives Written Request to change your
Beneficiary;

- the date you surrender your Contract; or

- the date you chose to end this rider by Written Request to the
Company.

If your spouse Beneficiary ceases to be your spouse, this rider will terminate
on the date you notify the Company.

Charges. If you elect the Spouse Beneficiary Death Benefit, the Company will
deduct a charge that compensates it for the costs and risks it assumes in
providing this benefit. The current annual Spouse Beneficiary Death Benefit
charge percentage is 0.05%.

The amount of the Spouse Beneficiary Death Benefit charge is calculated by
multiplying the current annual Spouse Beneficiary Death Benefit charge
percentage by the average monthly Contract Value for the prior Contract Year.
The average monthly Contract Value is equal to the sum of each monthly Contract
Value (the Contract Value as of the same day of the month as the Contract Issue
Date) divided by the number of months. On each Contract Anniversary during the
accumulation period, the company will deduct the Spouse Beneficiary Death
Benefit charge pro-rata from your Contract Value.

A pro-rata portion of the charge also will deducted upon Contract surrender,
termination of the rider, payment of death benefit proceeds, or start of
payments under an Income Payout Option, if the surrender, termination, payment
of death benefit proceeds or start of payments under an Income Payment Option
does not occur on a Contract Anniversary.

AVAILABLE CONTRACT ENDORSEMENTS

In addition to the Contract Value Increase Enhancement and the Purchase Payment
Credit Endorsement discussed above under "Description of the Contract, the
following endorsements may be available on your Contract.

INCOME PAYMENT INCREASE ENDORSEMENT

Under this endorsement and subject to the conditions described therein, you may
increase the Income Payment under any Income Payout Option (other than Income
Payout Option 1) by sending the Company an additional payment of up to $1
million with your Written Request electing an Income Payout Option. The Company

deducts the Premium Expense Charge from the additional payment and the
additional amount is added to the Contract Value applied to the Income Payout
Option.

Currently there is no charge for this endorsement, but the Company reserves the
right to charge up to $150 for the endorsement.

LOAN ACCOUNT ENDORSEMENT

A loan account endorsement is available for Contracts meeting the requirements
of Section 403(b) of the Code. The endorsement permits Owners to borrow money
from the Company using the Contract Value as collateral and provides for the
establishment of a Loan Account under the Contract that is part of the Fixed
Account. To facilitate a loan, Variable Contract Value and/or Fixed Contract
Value in the amount of the loan is transferred to the Loan Account and held as
collateral. The Company charges you interest on the Loan Amount at an effective
annual rate of 6.50% and credits interest on the collateral in the Loan Account
at an effective annual rate of 3.00%. Please see the Endorsement for more
information.

CHANGE OF ANNUITANT ENDORSEMENT

This endorsement permits an Owner that is a business or trust to change the
Annuitant at any time when the current Annuitant is alive provided that both the
current Annuitant and new Annuitant are selected managers or highly compensated
employees of the Owner. Generally, there is no charge for this endorsement,
however, if the Owner exercises the rights under this endorsement during the
first two Contract Years, the Company reserves the right to charge up to $150 to
offset the Company's expenses incurred in connection with the endorsement. The
Change of Annuitant Endorsement is subject to a number of conditions. Please see
the Endorsement for more information.

SPOUSAL CONTINUATION ENDORSEMENT

Under this endorsement, your spouse may elect to continue your Contract in lieu
of taking a lump sum death benefit payment. There are conditions, however,
associated with this endorsement. These conditions are that: you are named as
both the sole Annuitant and sole Owner; your spouse is named as the sole
Beneficiary; your death occurs during the accumulation period; your spouse is
less than age 95 on the contract continuation date; your Contract is not
collaterally assigned; and the Company receives your spouse's Written Request to
elect this benefit within 60 days of receipt of Due Proof of Death.

You may only elect this endorsement at Contract issue.

If your spouse elects spousal continuation, the Company will calculate the death
benefit proceeds according to the terms of the Contract including any attached
death benefit riders and compare that amount to the Contract Value, as of the
Valuation Day the Company receives Due Proof of Death, which will have been
reduced by any applicable pro-rata rider charges, any premium

expense charge not previously deducted, and any loan amount. The greater of
these two amounts is the contract continuation amount. Your loan amount, if any,
will be repaid as of the contract continuation date. The entire contract
continuation amount will become the Contract Value as of the contract
continuation date and that amount will be allocated to the investment options
the Company receives by Written Request (otherwise, the Company will use the
purchase payment allocation designation it has on file). The Company will waive
all surrender charges and market value adjustments applicable to purchase
payments made prior to the contract continuation date. As of the contract
continuation date, your spouse will become the new Owner and Annuitant, and may
exercise all rights under the Contract. The contract continuation date will be
the measurement date for Contract Anniversaries of the continued Contract. The
anticipated Payout Date for the continued contract will be the later of Contract
Anniversary following the new spouse Owner's 85th birthday or 10 years after the
contract continuation date. All optional benefit riders/endorsements issued to
you as Owner will terminate as of the date the Company receives Due Proof of
Death. If you were the original spouse beneficiary named on the original
application you may, as new Owner, may elect any optional benefit
riders/endorsements the company make available by Written Request, subject to
Company approval.

The Company will currently allow the original spouse beneficiary named on the
original application, as new Owner, to add optional death benefit riders, except
for the Earnings Enhanced Death Benefit. The Company also currently allows your
spouse, as new Owner, to add the Guaranteed Accumulation Benefit and Guaranteed
Minimum Withdrawal Benefit.

Please note that spousal continuation alone will not satisfy minimum required
distribution rules for qualified contracts other than IRAs. Your spouse will
need to begin required distributions after your death. You should consult a tax
adviser.

Spousal continuation is only available on non-qualified contracts and IRA
contracts. There is no charge for spousal continuation endorsement.

OPTIONAL BENEFIT RIDERS

The following optional benefit riders are offered on the Contract. You may elect
either the Guaranteed Minimum Withdrawal Benefit or the Guaranteed Minimum
Accumulation Benefit but not both. The Company assesses a charge for each of the
optional benefit riders. Currently, these riders are available when you purchase
your Contract. The Company reserves the right to waive this restriction in the
future.

You should elect the Guaranteed Minimum Withdrawal Benefit if you are interested
in predictable withdrawals that will guarantee the return of your principal or
guaranteed withdrawals for a lifetime while participating in the market.

You should not elect the Guaranteed Minimum Withdrawal Benefit if:

- you plan to take partial withdrawals in excess of the guaranteed
maximum withdrawal in a Contract Year because those withdrawals may

significantly reduce or eliminate the value of the benefit;

- you are interested in long term accumulation rather than receiving
payments; or

- you have a Qualified Contract with withdrawal restrictions and you are
under age 591/2 and are actively employed.

You should elect the Guaranteed Minimum Accumulation Benefit if you are
interested in guaranteeing your initial principal with the potential to build
your assets while participating in the market.

You should not elect the Guaranteed Minimum Accumulation Benefit if you are
interested in receiving payments. Partials withdrawals may reduce the benefit
basis by more than the withdrawal amount.

You should not elect either the Guaranteed Minimum Withdrawal Benefit or the
Guaranteed Minimum Accumulation Benefit if:

- you plan to make additional purchase payments in excess of the maximum
window purchase payment amount or after the window period, because
those payments will not increase your benefit, but will increase the
cost of the rider; or

- you would prefer that your Contract Value not participate in an
available benefit allocation model because all Contract Value must
participate in the available benefit allocation model for the riders
to remain in effect.

The guarantees provided under the Guaranteed Minimum Withdrawal Benefit and the
Guaranteed Minimum Accumulation Benefit are subject to the claims-paying ability
of the Company. Therefore, if the Company becomes insolvent, the benefits may
not be paid. The Company may discontinue offering the Guaranteed Minimum
Withdrawal Benefit at any time.

GUARANTEED MINIMUM WITHDRAWAL BENEFIT

For Guaranteed Minimum Withdrawal Benefit riders issued on or after the date of
this prospectus and as available in your state, the Guaranteed Minimum
Withdrawal Benefit is as described below. Otherwise, the Guaranteed Withdrawal
Benefit is as described in Appendix E (for riders issued before October, 30,
2006, as available in your state),or Appendix C (for riders issued between
October 30, 2006 and October 29, 2007, and as available in your state). Please
note in marketing materials the Guaranteed Minimum Withdrawal is referred to as
Income Protector Plus.

Definitions. The Company uses the following definitions to describe how the
optional Guaranteed Minimum Withdrawal Benefit riders work:

Annuitant's Age 85 Contract Anniversary means the Contract Anniversary that is
on or immediately follows the Annuitant's 85th birthday (the youngest Annuitant,
if joint Annuitants).

Benefit allocation model means one or more specific investment options or
purchase payment allocation models that the Company will use to provide the
guarantee under Guaranteed Minimum Withdrawal Benefit rider.

Excess withdrawal means a withdrawal that either by itself or when added to all
other withdrawals during a rider year, exceeds the GALWA. The amount that is in
excess of GALWA is considered the excess withdrawal amount.

Guaranteed Annual Lifetime Withdrawal Amount ("GALWA") means the maximum
guaranteed withdrawal amount available to be withdrawn each contract year under
the rider while an Annuitant is alive.

Guaranteed withdrawal means the specified annual withdrawals that can be made
each rider year while an Annuitant is alive.

Lifetime benefit basis means the value used to determine the GALWA. It will be
reduced if an excess withdrawal occurs and the withdrawals during a rider year
are more than the GALWA.

Rider anniversary means the same day and month as the rider issue date for each
year that the rider remains in force.

Rider year means any twelve-month period beginning on a rider issue date or a
rider anniversary and ending one day before the next rider anniversary.

Window period means the period of time that additional purchase payments made
may be included in the lifetime benefit basis. The window period, if any, is
shown on your Rider Data Page.

General. Guaranteed Minimum Withdrawal Benefit riders are optional riders that
permit you to receive annual minimum payments regardless of your Contract Value
during the Annuitant's lifetime (or until the second Annuitant's death if there
are joint Annuitants) if certain conditions are met. When you elect the
Guaranteed Minimum Withdrawal Benefit at Contract issue, you must select from
one of two death benefits that are integrated into the rider - the Minimum
Guarantee Death Benefit or the Maximum Anniversary Death Benefit. These death
benefits take the place of the death benefits that otherwise are offered in the
Contract. However, if you cancel your Guaranteed Minimum Withdrawal Benefit
rider, you will also cancel the death benefit option. In that case, your
Contract will revert to the basic death benefit offered in the Contract, and the
Company will make a proportionate adjustment each time you take a partial
withdrawal.

If you convert from a Guaranteed Minimum Accumulation Benefit rider to the
Guaranteed Minimum Withdrawal Benefit rider, you will keep the basic death
benefit offered in the Contract and have a pro-rata adjustment for all
withdrawals. If you purchased a death benefit rider in addition to the
Guaranteed Minimum

Accumulation Benefit that is being converted, that death benefit rider will
continue, and will be adjusted pro-rata for all withdrawals.

Each Guaranteed Minimum Withdrawal Benefit rider is available for an additional
charge. If you do not choose to make withdrawals under the Guaranteed Minimum
Withdrawal Benefit rider, the charges collected for this benefit will not be
refunded. You may elect either the Guaranteed Minimum Withdrawal Benefit or the
Guaranteed Minimum Accumulation Benefit, but not both optional benefits.

The Company provides additional information about the Guaranteed Minimum
Withdrawal Benefit below in the following sections:

- "Electing a Guaranteed Minimum Withdrawal Benefit Rider" - describes
the eligibility requirements associated with the riders.

- "Withdrawals In General" - describes how the actual amount you choose
to withdraw affects certain features of the riders, and describes
Guaranteed Minimum Withdrawal Benefit settlements that occur when
guaranteed withdrawals are payable but your Contract Value reaches
zero.

- "Amount of your Guaranteed Withdrawals" - describes how the Company
determines your GALWA.

- "Lifetime Benefit Basis" - describes how the lifetime benefit is
calculated, and how an increase in the lifetime benefit basis may
occur in the window period.

- "5% Simple Interest Benefit" and "Lifetime Benefit Basis Step-Up" -
describe how you may increase the lifetime benefit basis, and thus
increase the GALWA.

- "Lifetime Benefit increases if both the 5% Simple Interest Benefit and
the Step-Up option are in effect" -- describes how the Company will
increase the lifetime benefit basis if both benefits are in effect.

- "Excess Withdrawals" -- describes how your lifetime benefit basis and
GALWA will be reduced if you take an excess withdrawal.

- "Investment Options" - describes how your Net Purchase Payments, as
well as any applicable Contract Value Increase Enhancements and
Purchase Payment Credits, and your Contract Value must be allocated
for your rider to remain in force.

- "Death Benefit" - describes the Guaranteed Minimum Withdrawal Benefit
with Minimum Guaranteed Death Benefit or the Guaranteed Minimum
Withdrawal Benefit with the Maximum Anniversary Death Benefit that you
must elect if you purchase your rider at Contract Issue.

- "Spousal Continuation Endorsement," "Joint Annuitant Death," and "In
the Event of Divorce" - describe how the rider works with those other
endorsement, contract or administrative provisions.

- "Termination" - describes the events that will cause the rider to
terminate.

- "Guaranteed Minimum Withdrawal Benefit Charge" - describes the fees
for the rider.

See Appendix B for examples of how a Guaranteed Minimum Withdrawal Benefit rider
will work.

Electing a Guaranteed Minimum Withdrawal Benefit Rider. You must satisfy certain
eligibility requirements to elect the Guaranteed Minimum Withdrawal Benefit
Rider. These requirements vary based on how your Contract is owned.

Age Requirements: For single Owner Contracts, you may elect the Guaranteed
Minimum Withdrawal Benefit rider if the Owner is between ages 45 and 85 on the
rider issue date. If the Owner is not a natural person, you may elect the
Guaranteed Minimum Withdrawal Benefit rider if each Annuitant is a natural
person and between the ages of 45 and 85 on the rider issue date. For jointly
owned Contracts, you may elect the Guaranteed Minimum Death Benefit Rider if
each Owner is between ages 45 and 85 on the rider issue date. The chart below
illustrates the age eligibility requirements for the Guaranteed Minimum
Withdrawal Benefit rider:

TYPE OF CONTRACT AGE REQUIREMENTS AT RIDER ISSUE DATE
- ------------------------------ ------------------------------------------

Single Owner Owner must be between ages 45-85

Single Owner/Non-Natural Owner Each Annuitant must be between ages 45-85

Jointly Owned Contract Joint Owner must between ages 45-85 on the
rider issue date

In order to comply with certain provisions of the Code, the following Owner,
Annuitant, and Beneficiary requirements apply:

Owner, Annuitant, and Beneficiary Requirements:

- For jointly owned Contracts, the Owners must be spouses, they must be
the annuitant or annuitants, and only they can be designated
beneficiaries(y). If only one of the spouses is the Annuitant, the
other spouse must be the sole beneficiary prior to annuitization.

- For a single natural person owned Contract covering a single life, the
annuitant must be the sole owner.

- If there are two annuitants, they must be spouses, one or both must be
the Owner(s), and they both must be the designated beneficiaries.

- If the Owner is not a natural person, then the annuitant(s) must be a
natural person(s); if there are joint Annuitants, they must be spouses
and the sole beneficiaries must be the joint annuitants.

The Guaranteed Minimum Withdrawal Benefit Rider is not offered on new Contracts
issued as Beneficiary IRA contracts or TSAs. The Company has the right to accept
or refuse to issue a Guaranteed Minimum Withdrawal Benefit rider in its sole
discretion.

Withdrawals in General. On or after the rider issue date and before the rider
terminates, you may make guaranteed withdrawals each rider year up to the GALWA
while at least one Annuitant is living (please note, however, that as discussed
below and under certain conditions, you may continue to receive your guaranteed
annual lifetime withdrawals under a settlement option if the Guaranteed Minimum
Withdrawal Benefit Rider has terminated because your Contract Value has become
zero). Guaranteed withdrawals up to the GALWA will not impact the lifetime
benefit basis. If, after you have taken a withdrawal, you choose to receive only
a part of, or none of, your GALWA in any given rider year, your GALWA will not
increase.

Within each rider year, you may take excess withdrawals. Excess withdrawals will
reduce your lifetime benefit basis, and may do so by more than the actual amount
of the excess withdrawal. CURRENTLY, SCHEDULED WITHDRAWALS UNDER SYSTEMATIC
WITHDRAWAL PROGRAM TO SATISFY A REQUIRED MINIMUM DISTRIBUTION PLAN FOR THE VALUE
OF THIS CONTRACT ARE NOT CONSIDERED EXCESS WITHDRAWALS PROVIDED YOU ENROLL IN
THE AUTOMATIC REQUIRED MINIMUM DISTRIBUTION PLAN (SEE "SURRENDERS (REDEMPTIONS)
AND PARTIAL WITHDRAWALS" SECTION FOR THE PLAN DESCRIPTION).

Please note that all guaranteed withdrawals under the Guaranteed Minimum
Withdrawal Benefit rider are also partial withdrawals under the Contract. Such
withdrawals will reduce your death benefit and may be taxable. Any applicable
contingent deferred sales charge will apply to guaranteed withdrawals. If a
guaranteed withdrawal under the Guaranteed Minimum Withdrawal Benefit causes
your Contract Value to be equal to or less than zero, the Company will pay any
remaining guaranteed withdrawals under the terms of Income Payout Option that
the Company will make available for that purpose (the "Guaranteed Minimum
Withdrawal Benefit settlement"). Your Contract, the Guaranteed Minimum
Withdrawal Benefit Rider, and all other riders attached to your Contact then
will terminate. At that time, only the Guaranteed Minimum Withdrawal Benefit
settlement will be in effect.

If the guaranteed withdrawals continue past the anticipated Payout Date, the
Company will allow you to extend that Payout Date. The Payout Date under the
rider will become the new extended Payout Date. Your Guaranteed Minimum
Withdrawal Benefit rider and the charges for the rider will continue until the
new extended Payout Date. However, if you extend the Payout Date beyond the
Contract Anniversary following the Annuitant's (primary Annuitant, if joint
Annuitants) 85th birthday (or 10 years from the Contract Issue Date, if later)
(the "Maximum Payout Date"): (1) all other riders will terminate on that date,
and (2) the Company will no longer accept purchase payments under the Contract.
Tax consequences of extending your Payout Date beyond the Maximum Payout Date
are unclear and you should consult your tax advisor.

You should carefully consider when to begin taking guaranteed withdrawals if you
have elected the Guaranteed Minimum Withdrawal Benefit. If you begin taking
guaranteed withdrawals too soon or delay taking guaranteed withdrawals for too
long, you may limit the value of the Guaranteed Minimum Withdrawal Benefit. If
you elect the Guaranteed Minimum Withdrawal Benefit for a Qualified Contract,
tax rules may prevent you from taking partial withdrawals when you otherwise
would, OR REQUIRE YOU TO TAKE EXCESS WITHDRAWALS, REDUCING YOUR LIFETIME BENEFIT
BASIS. See "Federal Tax Matters - Taxation of Qualified Plans.". Consult a tax
advisor before purchasing the Guaranteed Minimum Withdrawal Benefit rider.

Amount of your Guaranteed Withdrawals. The Company determines your GALWA by
multiplying the lifetime benefit basis by the annual lifetime benefit
percentage. The table shows the annual lifetime benefit percentages.

CURRENT ANNUAL LIFETIME BENEFIT PERCENTAGES

JOINT
ANNUITANTS --
ATTAINED AGE
ATTAINED AGE OF YOUNGER
OF ANNUITANT ANNUITANT AT
AT FIRST FIRST
WITHDRAWAL WITHDRAWAL*
- ------------------ ------------------
Age Percentage Age Percentage
- ----- ---------- ----- ----------

45-58 4% 45-58 3%
59-64 5% 59-64 4%
65-69 5.5% 65-69 4.5%
70-74 6% 70-74 5%
75+ 6.5% 75+ 5.5%

* If only one Annuitant is living at the time of your first withdrawal, the
percentages shown above currently will be increased by 1%.

The annual lifetime withdrawal benefit percentage will not change after your
first withdrawal.

Lifetime Benefit Basis. Any change in the lifetime benefit basis will also
result in a change in the GALWA. The lifetime benefit basis is used only to
calculate the GALWA. The lifetime benefit basis does not establish or guarantee
a minimum Contract Value, Surrender Value, death benefit, or return for any
Subaccount.

The lifetime benefit basis as of the rider issue date is equal to: (i) your
initial Net Purchase Payment, if the rider is issued at Contract issue; (ii)
your Contract Value, if the rider is issued after the Contract Issue Date; (iii)
the greater of the Guaranteed Minimum Accumulation Benefit basis or the Contract
Value as of the rider issue date, if the rider is issued as a conversion from a
Guaranteed Minimum Accumulation Benefit rider; or (iv) the continuation amount,
if the rider is issued as a result of spousal continuation. The Company will
increase the lifetime benefit basis by any Net Purchase it receives during the
window period, currently, the first 12 months after rider issue. The Company
limits the amount of window purchase payments that count toward this benefit to
the maximum window purchase payment, currently two times your initial purchase
payment. (This amount is shown on your Rider Data Page.) The Company is
currently waiving this limitation. You should carefully consider whether you
want to make purchase payments after the window period or in excess of the
maximum window purchase payment amount. Such purchase payments will increase the
cost of the Guaranteed Minimum Withdrawal Benefit rider, but will not
participate in any Guaranteed Minimum Withdrawal Benefit rider benefits.

5% Simple Interest Benefit. If you do not take any withdrawals, your GALWA will
increase annually on each rider anniversary until the earliest of:

- the date of your first withdrawal;

- the 10th rider anniversary;

- the date you elect to transfer your Contract Value to an investment
option other than an available benefit allocation model; or

- the date you elect to change your allocation of Net Purchase Payments
to an investment option other than an available benefit allocation
model.

The increase will equal a percentage of the lifetime benefit basis ("LBB") at
the end of the first rider year (before any step-up increases) as follows:

RIDER ANNIVERSARY LBB WITH 5% SIMPLE INTEREST
- ----------------- --------------------------------------

1st 105% of LBB at end of first rider year
2nd 110% of LBB at end of first rider year
3rd 115% of LBB at end of first rider year
4th 120% of LBB at end of first rider year
5th 125% of LBB at end of first rider year
6th 130% of LBB at end of first rider year
7th 135% of LBB at end of first rider year
8th 140% of LBB at end of first rider year
9th 145% of LBB at end of first rider year
10th 150% of LBB at end of first rider year

For the 5% simple interest benefit to take effect, your LLB with 5% simple
interest must be greater than the LLB for that rider anniversary. While the
benefit described above is in effect, it will be used to determine the increase
in your lifetime benefit basis (and therefore your guaranteed withdrawals under
this rider); however it does not increase your Contract Value.

Lifetime Benefit Basis Step-up. You may, subject to certain conditions, elect to
have the lifetime benefit basis automatically "stepped-up" each year to equal
your current Contract Value. Step-ups will occur if your Contract Value is
greater than the lifetime benefit basis as of the step-up date. A step-up in
your lifetime benefit basis will increase your GALWA.

Once elected, the lifetime benefit basis will be stepped-up until the earliest
of the following:

(a) the date you elect to transfer your Contract Value to an investment
option other than an available benefit allocation option;

(b) the date you elect to change your allocation of Net Purchase Payments
to an investment option other than an available benefit allocation
model;

(c) the rider anniversary on or following the Annuitant's 85th birthday
(the 85th birthday of the younger Annuitant, if there are joint
Annuitants); or

(d) you terminate the option by Written Request.

Step-ups will begin the rider anniversary following your Written Request for
automatic step-ups. If you elect the "step-up," the start date for the new
benefit period will be the step-up date, the lifetime benefit basis will equal
your Contract Value as of the step-up date, and any

increases to the lifetime benefit basis will be measured from the step-up
anniversary. Following your step-up election, the rider fee will be changed to
an amount equal to the fee charged on newly issued Guaranteed Withdrawal Benefit
Riders at that time. This fee may be higher than your current fee. If the
Company is no longer issuing new Contracts with this rider, then the rider fee
after the step-up will be set by the Company, based upon current market
conditions at the time of the step-up. The Company will notify you 60 days in
advance of the step-up if the rider fee will increase. If you discontinue the
automatic step-ups, you may not re-elect the step-ups at a later time.

LIFETIME BENEFIT INCREASES IF BOTH THE 5% SIMPLE INTEREST BENEFIT AND THE
STEP-UP OPTION ARE IN EFFECT. If both the 5% Simple Interest Benefit and the
Step-Up option are in effect, the Company will compare the lifetime benefit
increase for a rider anniversary to the following amounts:

(1) the lifetime benefit basis with 5% Simple Interest Benefit as of that
rider anniversary; and

(2) the current Contract Value as of that rider anniversary.

If either (1) or (2) above are greater than the lifetime benefit basis for that
rider anniversary, the lifetime benefit basis will be increased by the greater
amount. If both (1) and (2) above are lower than the lifetime benefit basis for
that rider anniversary, there will be no adjustment for that rider year and the
lifetime benefit basis will not change.

INTERACTION OF THE 5% INCREASE TO THE LIFETIME BASIS AND THE ANNUAL STEP-UP
PROVISION

Lifetime
Lifetime Basis
Basis After
Contract Contract Increased Annual
Anniversary Value 5% Step-up Notes
- ----------- -------- --------- -------- -----------------------------------------

At Issue 100,000 100,000 100,000 Initial purchase payment
1 112,000 105,000 112,000 Step-up applied
2 113,000 110,000 113,000 Step-up applied
3 111,000 115,000 115,000 5% simple interest increase applied
4 116,000 120,000 120,000 5% simple interest increase applied
5 122,000 125,000 125,000 5% simple interest increase applied
6 133,000 130,000 133,000 Step-up applied
7 135,000 135,000 135,000 5% simple interest increase applied
8 160,000 140,000 160,000 Step-up applied
9 150,000 145,000 160,000 No change
10 155,000 150,000 160,000 Last year for 5% simple interest increase
11 165,000 150,000 165,000 Step-up applied
12 175,000 150,000 175,000 Step-up applied

Excess Withdrawals. Each time there is an excess withdrawal, the Company will
adjust the lifetime benefit basis and the GALWA will be reduced. The lifetime
benefit basis will be reset to equal the lesser of:

(a) the Contract Value immediately following the withdrawal; or

(b) the previous lifetime benefit basis reduced dollar for dollar by (i)
the total of all partial withdrawals to date during the current rider
year, if the withdrawal is the first excess withdrawal to be made
during the rider year, otherwise (ii) the amount of the withdrawal.

If the Company reduces the resulting lifetime benefit basis as a result of the
excess withdrawal, the Company then will recalculate and reduce the GALWA. The
Company will send you notice of the amount of your reduced lifetime benefit
basis and GALWA within seven days of date the excess withdrawal is made.

The Company reserves the right to waive the excess withdrawal treatment
described above if the withdrawals are scheduled withdrawals intended to meet
IRS required minimum distribution rules. Currently, scheduled withdrawals under
a systematic withdrawal program to satisfy a required minimum distribution plan
for the value of this Contract are not considered excess withdrawals provided
you enroll in the Automatic Required Minimum Distribution plan. The Company has
an existing waiver in effect.

Investment Options. The Contract offers static benefit allocation models with
pre-selected Subaccounts and percentages that have been established for
different types of investors. If you elect the Guaranteed Minimum Withdrawal
Benefit rider, your Net Purchase Payments, Contract Value Increase Enhancements
and Purchase Payment Credits, if any, and your Contract Value must participate
in one or more of the benefit allocation models that the Company makes available
for that purpose. Subject to approval or consent required by applicable law, the
Company reserves the right to:

(i) add benefit allocation models without prior notice;

(ii) remove or substitute benefit allocations models for newly issued
contracts; and

(iii) substitute investment options within an available benefit allocation
models.

If the Company removes a benefit allocation model, existing contracts that are
using the model at the time it is removed may continue to use it. The removed
benefit allocation model will not be available for newly issued contracts, nor
will existing contracts be able to switch to the removed model.

If you choose to allocate your Net Purchase Payments, Contract Value Increase
Enhancements, Credit Value Enhancements and Purchase Payment Credits, if any,
and Contract Value to the Individual Fund Option, you may decide how you would
like your funds invested among the Subaccounts - you may allocate 100% of your
funds to one Subaccount or divide your funds among the Subaccounts. The current
benefit allocation models (by investment category and the Subaccounts in which
the models invest) are:

INVESTMENT CATEGORY SUBACCOUNTS
- ----------------------- ---------------------------

Individual Funds - Diversified Income
Conservative Allocation
Moderate Allocation
DCA 1-Year*
DCA 6-Month*

Conservative Moderate 48% Conservative Allocation
52% Moderate Allocation

Conservative 7-14 Years 45% Bond
25% Large Cap Value
10% Large Cap Growth
5% High Income
5% Mid Cap Value
5% Mid Cap Growth
5% International Stock

Conservative 15+ Years 35% Bond
20% Large Cap Value
10% Large Cap Growth
5% High Income
5% Mid Cap Value
5% Mid Cap Growth
5% Small Cap Value
10% International Stock
5% Global Securities

Moderate 7-14 Years 30% Bond
20% Large Cap Value
10% Large Cap Growth
5% High Income
10% Mid Cap Value
5% Mid Cap Growth
5% Small Cap Value
10% International Stock
5% Global Securities

* Funds allocated to the DCA 1-year or the DCA 6-month options must set up a
DCA transfer program that transfers the Funds out of the DCA account into
one of the other allocation alternatives allowed for the Guaranteed Minimum
Withdrawal Benefit. Additionally, the DCA 1-year and DCA 6-month options
are only available for new purchase payments - transfers into these Funds
are not allowed.

You may change the allocation of subsequent Net Purchase Payments, Credit Value
Increase Enhancements and Purchase Payment Credits, if any, to one of the other
available benefit allocation models at any time, without charge by Written
Request and will be processed on the Valuation Day received at the price next
computed. Any change will be effective at the time the Company receives your
Written Request. However, your Contract Value at the time of such request must
also be transferred to the benefit allocation model selected.

DEATH BENEFIT. If you elect the Guaranteed Minimum Withdrawal Benefit on or
after the date of this Prospectus and as available in your state, you must elect
either the Guaranteed Minimum Withdrawal Benefit with Minimum Guaranteed Death
Benefit or the Guaranteed Minimum Withdrawal Benefit with the Maximum
Anniversary Death Benefit. However, if you convert from a Guaranteed Minimum
Accumulation Benefit to the Guaranteed Minimum Withdrawal Benefit, your death
benefit will be the basic death benefit that is offered in the Contract (unless
you have elected one of the optional death benefit riders described above under
"Optional Death Benefits"). The death benefit proceeds described below will be
reduced by any applicable premium expense charges not previously deducted. Note
that Federal tax law generally requires that amounts be distributed upon the
death of the Owner (or death/change of an Annuitant if there is a non-natural
Owner.) See Death of an Owner and Federal Income Tax Consequences.

PLEASE ALSO NOTE: THE COMPANY HAS SUBMITTED AN APPLICATION TO THE SEC IN WHICH
THE COMPANY SEEKS EXEMPTIVE RELIEF CONCERNING THE PURCHASE PAYMENT CREDITS. IF
THE SEC GRANTS THE COMPANY'S REQUEST FOR EXEMPTIVE RELIEF, THE COMPANY WILL
RECAPTURE ANY PURCHASE PAYMENT CREDITS APPLIED TO YOUR CONTRACT VALUE WITHIN 12
MONTHS OF THE ANNUITANT'S DEATH.

Guaranteed Minimum Withdrawal Benefit with Minimum Guarantee Death Benefit. The
Guaranteed Minimum Withdrawal Benefit with Minimum Guarantee Death Benefit is
equal to the greater of:

(i) the Contract Value as of the date the Company receives Due Proof of
Death reduced by any rider charges (calculated in proportion to the
number of days since the prior Contract Anniversary for a partial
year's charge); or

(ii) the sum of your Net Purchase Payments made as of the date the Company
receives Due Proof of Death minus an adjustment for each partial
withdrawal made as of the date the Company receives Due Proof of
Death.

Under the Guaranteed Minimum Withdrawal Benefit with Minimum Guarantee Death
Benefit, if there is a partial withdrawal, the Guaranteed Minimum Withdrawal
Benefit with Minimum Guarantee Death Benefit will be adjusted on a
dollar-for-dollar basis as long as the withdrawal is not an excess withdrawal.
If the withdrawal is an excess withdrawal, the Company will adjust the
Guaranteed Minimum Withdrawal Benefit with Minimum Guarantee Death Benefit by
(a) divided by (b), with the result multiplied by (c); and then finally reduced
by (a), where:

(a) = the excess withdrawal amount;

(b) = the Contract Value immediately before the excess withdrawal; and

(c) = the sum of your Net Purchase Payments immediately before the date of
the excess withdrawal, less any adjustments previously made for prior
excess withdrawals.

The adjustment for an excess withdrawal has the effect of increasing the total
adjustment amount when (c) is greater than (b) and reducing the total adjustment
amount when (c) is less than (b).

The death benefit proceeds described above will be reduced by any applicable
premium expense charges not previously deducted.

Guaranteed Minimum Withdrawal Benefit with Maximum Anniversary Death Benefit.
Before the Annuitant's age 85 Contract Anniversary, the death benefit payable
under the Guaranteed Minimum Withdrawal Benefit will be the greater of the
Maximum Anniversary Value and the Minimum Guarantee Death Benefit (discussed
above), less any premium taxes not previously deducted. On or after the
Annuitant's 85th Contract Anniversary, the amount that will be payable under the
Guaranteed Minimum Withdrawal Benefit with Maximum Anniversary Death Benefit
will be the Guaranteed Minimum Withdrawal Benefit with Minimum Guarantee Death
Benefit, less any premium taxes not previously deducted.

On the rider 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 rider anniversary.

Receipt of Purchase Payment. 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.

Partial Withdrawal. Under the Guaranteed Minimum Withdrawal Benefit with Maximum
Anniversary Death Benefit, if there is a partial withdrawal, the Guaranteed
Minimum Withdrawal Benefit with Maximum Withdrawal Benefit will be adjusted on a
dollar-for-dollar basis as long as the withdrawal is not an excess withdrawal.
If the withdrawal is an excess withdrawal, the Company will adjust the
Guaranteed Minimum Withdrawal Benefit with Maximum Anniversary Death Benefit by
(a) divided by (b), with the result multiplied by (c); and then finally reduced
by (a), where:

(a) = the excess withdrawal amount;

(b) = the Contract Value immediately before the excess withdrawal; and

(c) = the most recently calculated Maximum Anniversary Value immediately
before the date of the excess withdrawal, less any adjustments
previously made for prior excess withdrawals.

The adjustment for an excess withdrawal has the effect of increasing the total
adjustment amount when (c) is greater than (b) and reducing the total adjustment
amount when (c) is less than (b).

Rider Anniversary. The Maximum Anniversary Value on each rider Anniversary is
equal to the greater of the most recently calculated Maximum Anniversary Value
or your Contract Value.

***

Spousal Continuation Endorsement. Under the Spousal Continuation Endorsement
(discussed above under "Available Contract Endorsements"), your spouse, if
certain conditions are met, may elect to continue your Contract instead of
taking a lump sum payment at your death. However, if your spouse continues your
Contract and your spouse was not the Annuitant, your Guaranteed Minimum
Withdrawal Benefit rider will no longer be in effect (the rider terminates when
Due Proof of Death of the Annuitant is received - see "Termination" below). Your
spouse may elect his or her own Guaranteed Minimum Withdrawal Benefit rider at
the time he or she continues the Contract if your spouse meets the rider's the
eligibility requirements and the rider is offered at that time. The continuation
amount will become the lifetime benefit basis under your spouse's Guaranteed
Minimum Withdrawal Benefit rider.

Joint Annuitant Death. The Contract will pay the death benefit under your
Guaranteed Minimum Withdrawal Benefit rider, if applicable, at the death of the
last surviving Annuitant.

In the Event of Divorce. Unless required by court order, the Company generally
will split a Contract owned by joint Owners equally in the event of a divorce.
Please note that a change in the Annuitant for any reason will terminate the
Guaranteed Minimum Withdrawal Benefit rider. Therefore, the Guaranteed Minimum
Withdrawal Benefit rider generally will terminate as a result of a divorce. You
should consult a tax advisor concerning the tax consequences that can arise
under your Contract and the Guaranteed Minimum Withdrawal Benefit rider as a
result of divorce.

Termination. You may terminate the Guaranteed Minimum Withdrawal Benefit rider
on any date following the expiration of the Minimum Charge Period of 7 years. If
you terminate the Guaranteed Minimum Withdrawal Benefit rider, your death
benefit (if that option is integrated within the Guaranteed Minimum Withdrawal
Benefit) will also terminate and the basic death benefit that is available under
the Contract will go into effect.

In addition, the Guaranteed Minimum Withdrawal Benefit rider will automatically
terminate on the earliest of:

(a) the Payout Date [the Payout Date may occur automatically under the
Contract (the anticipated Payout Date is the Maximum Payout Date),
because of your election, or because a Guaranteed Minimum Withdrawal
Benefit settlement is in effect];

(b) the date there is a change of Annuitant for any reason;

(d) the date the Company receives due proof of death of the Annuitant
(last remaining Annuitant, if joint Annuitants).

Death of Owner won't necessarily terminate contract. Death of Owner who's not an
Annuitant does mean distribution must occur within 5 years. Person may want to
terminate the rider if they are outside the Minimum Charge Period.

For the Guaranteed Minimum Withdrawal Benefit to remain in effect, all of your
Net Purchase Payments, as well as any applicable Credit Value Increase
Enhancements and Purchase Payment Credits, and all of your Contract Value must
be invested in an available benefit allocation model. You may transfer to
another available benefit allocation model at anytime. However, if you
discontinue allocating your Net Purchase Payments and any applicable Credit
Value Increase Enhancements and Purchase Payment Credits and Contract Value to
one of the available benefit allocation models, the Guaranteed Minimum
Withdrawal Benefit will automatically terminate on the later of: (i) the last
day of the Minimum Charge Period as shown on the Rider Data Page; (ii) the date
your Contract Value is transferred to an investment option other than an
available benefit allocation model, or (iii) the date of change in allocation of
purchase payments to an investment option other than an available benefit
allocation model. On the date of that transfer or change of allocation to an
investment option that is not an available benefit allocation model, your
lifetime benefit basis will be reduced to zero, and you cannot step-up the
benefit basis and lifetime benefit basis as described above.

The current annual Guaranteed Minimum Withdrawal Benefit charge percentages are
as follows, subject to state availability:

- 0.65% for the Guaranteed Minimum Withdrawal Benefit with Minimum
Guarantee Death Benefit. The maximum charge is 1.00%;

- 0.80% for the Guaranteed Minimum Withdrawal Benefit with Maximum
Anniversary Value Death Benefit, with the maximum charge being 1.15%;
and

- 0.65% for the Guaranteed Minimum Withdrawal Benefit (without any
inherent death benefit), with the maximum charge of 1.00%.

This charge percentage will not change unless you choose to step-up your
Lifetime Benefit Basis. The amount charged for a step-up of the Lifetime Benefit
Basis will equal the amount charged for newly issued riders. If the Company is
no longer issuing this rider, then the rider charge will be set by the Company.
At the time of step-up, the Company has the right to change the charge
percentage. If the rider charge as of the date of the step-up is different from
the current rider charge, the Company will notify you at least 60 days in
advance of the step-up. You have the option not to step-up and continue the
existing benefits at their current price. The charge will not exceed the
guaranteed maximum charge stated above.

On each Contract Anniversary during the accumulation period, the Company will
deduct the Guaranteed Minimum Withdrawal Benefit charge pro-rata from your
Contract Value. A pro-rata portion of the charge also will be deducted upon
Contract surrender, election to step-up the lifetime benefit basis, termination
of the rider after the expiration of the Minimum Charge Period, payment of death
proceeds, or the start of payments under an Income Payout Option, if the
surrender, termination, payment of death proceeds or selection of an Income
Payment Option does not occur on a Contract Anniversary.

GUARANTEED MINIMUM ACCUMULATION BENEFIT

For Guaranteed Minimum Accumulation Benefit riders issued on or after the date
of this Prospectus, the Guaranteed Minimum Accumulation Benefit is described
below. The current version of this rider may not be approved in all states. If
it is not, one of the versions below may be available. Contact your
Representative or the

Company if you have questions about availability in your state. For Guaranteed
Minimum Accumulation Benefit riders issued before October 30, 2006 (subject to
state availability), please see Appendix F; for Guaranteed Minimum Accumulation
Benefit riders issued between October 30, 2006 and October 29, 2007, please see
Appendix D (subject to state availability).

General. The Company designed the Guaranteed Minimum Accumulation Benefit rider
to protect you from poor investment performance during your Contract's
accumulation period. The Guaranteed Minimum Accumulation Benefit rider is
available for an additional charge, and provides that the Company will guarantee
that on the expiration date of the benefit period, your Contract Value will at
least equal the benefit basis less adjustments for partial withdrawals. The
Company currently offers a 10-year benefit period for the Guaranteed Minimum
Accumulation Benefit rider. If, on the rider's expiration date, your Contract
Value is greater than your benefit basis and you do not renew the benefit period
or convert the rider to the Guaranteed Minimum Withdrawal Benefit, the Company
will increase your Contract Value by the amount of all rider charges deducted
during the most recent benefit period, and the rider will terminate. The
increase in Contract Value will occur on the rider's expiration date, and the
Company will allocate the increase pro-rata according to your purchase payment
allocation instructions. You may elect either the Guaranteed Minimum Withdrawal
Benefit or the General Minimum Accumulation Benefit, but not both optional
benefits. YOU SHOULD NOT ELECT THE GUARANTEED MINIMUM ACCUMULATION BENEFIT IF
YOU ARE INTERESTED IN CURRENT PAYMENTS. PARTIAL WITHDRAWALS MAY REDUCE THE
BENEFIT BASIS BY MORE THAN THE WITHDRAWAL AMOUNT. IF YOU ELECT THE GUARANTEED
MINIMUM ACCUMULATION BENEFIT FOR A QUALIFIED CONTRACT, TAX RULES MAY REQUIRE YOU
TO TAKE WITHDRAWALS AFTER A CERTAIN DATE, REDUCING YOUR BENEFIT BASIS. See
"Federal Tax Matters - Taxation of Qualified Plans" on pages __ of your
Prospectus. Consult a tax advisor before purchasing the Guaranteed Minimum
Accumulation Benefit rider.

Electing the Guaranteed Minimum Accumulation Benefit Rider. You may elect the
Guaranteed Minimum Accumulation Benefit rider if the Annuitant is no more than
85 years old on the Contract Issue Date. The rider offers static benefit
allocation models with pre-selected Subaccounts and percentages that have been
established for different types of investors. If you elect the Guaranteed
Minimum Accumulation Benefit rider, your Net Purchase Payments, Contract Value
Increase Enhancements and Purchase Payment Credits, if any, and your Contract
Value must participate in one or more of the benefit allocation models that the
Company makes available for that purpose. If you choose to allocate your
purchase payments and Contract Value to the Individual Fund Option, you may
decide how you would like your funds invested among the Subaccounts - you may
allocate 100% of your funds to one Subaccount or divide your funds among the
Subaccounts. You also always have the option to invest in only one Individual
Fund. The current benefit allocation models (by investment category and the
Subaccounts in which the models invest) are:

INVESTMENT CATEGORY SUBACCOUNTS
- ----------------------- ----------------------------

Individual Funds - Diversified Income
Conservative Allocation
Moderate Allocation
DCA 1-Year*
DCA 6-Month*

Conservative Moderate 48% Conservative Allocation
52% Moderate Allocation

Conservative 7-14 Years 45% Bond
25% Large Cap Value
10% Large Cap Growth
5% High Income
5% Mid Cap Value
5% Mid Cap Growth
5% International Stock

Conservative 15+ Years 35% Bond
20% Large Cap Value
10% Large Cap Growth
5% High Income
5% Mid Cap Value
5% Mid Cap Growth
5% Small Cap Value
10% International Stock
5% Global Securities

Moderate 7-14 Years 30% Bond
20% Large Cap Value
10% Large Cap Growth
5% High Income
10% Mid Cap Value
5% Mid Cap Growth
5% Small Cap Value
10% International Stock
5% Global Securities

* Funds allocated to the DCA 1-year or the DCA 6-month options must set up a
DCA transfer program that transfers the Funds out of the DCA account into
one of the other allocation alternatives allowed for the Guaranteed Minimum
Accumulation Benefit. Additionally, the DCA 1-year and DCA 6-month options
are only available for new purchase payments - transfers into these Funds
are not allowed.

The Guaranteed Minimum Accumulation Benefit rider is not offered on new
Contracts issued as Beneficiary IRA contracts.

Benefit Basis. Your benefit basis is equal to your initial Net Purchase Payment
if the rider is issued at Contract Issue Date, your Contract Value as of the
rider issue date, if the rider is issued after the Contract Issue Date, or the
continuation amount, if the rider is issued as a result of spousal continuation.
You may increase the benefit basis by the amount of Net Purchase Payments, made
during the window period, currently, the first 12 months after the rider issue
date. The Company limits the amount of window purchase payments that count

toward your benefit basis to the maximum window purchase payment amount,
currently two times your initial purchase payment. You should carefully consider
whether you want to make purchase payments after the window period or in excess
of the maximum window purchase payment amount (shown on your Rider Data Page).
SINCE THE CHARGE FOR THE GUARANTEED MINIMUM ACCUMULATION BENEFIT RIDER IS
CALCULATED BASED ON THE CONTRACT VALUE, SUCH PURCHASE PAYMENTS WILL INCREASE THE
COST OF THE RIDER (SEE GUARANTEED MINIMUM ACCUMULATION CHARGE BELOW).
ADDITIONALLY BY INCREASING THE CONTRACT VALUE WITHOUT INCREASING THE BENEFIT
BASIS, SUCH PAYMENTS COULD NEGATIVELY IMPACT YOUR GUARANTEED MINIMUM
ACCUMULATION BENEFIT RIDER BENEFITS. Please note that the benefit basis does not
represent Contract Value available for withdrawal and is not used to calculate
any benefits under the Contract prior to the Guaranteed Minimum Accumulation
Benefit rider's expiration date.

Partial Withdrawals. You may make a partial withdrawal from your Contract at
anytime. If you make a partial withdrawal while the Guaranteed Minimum
Accumulation Benefit rider is in effect, however, the Company will reduce your
benefit basis by the greater of:

(a) the partial withdrawal amount, including associated surrender charges,
if any; or

(b) the proportion of your account value withdrawn. The proportion of the
account value is equal to (1) divided by (2), with the result
multiplied by (3), where:

(1) = the partial withdrawal amount, including associated surrender
charges and market value adjustments, if any;

(2) = the Contract Value immediately before the partial withdrawal;
and

(3) = the benefit basis immediately before the partial withdrawal.

See the Appendix B of this prospectus for examples of this calculation.

Step-Up. On or following your third rider anniversary (and on any monthly
anniversary or following each subsequent third rider step-up anniversary), you
have the opportunity to "step-up" your benefit basis to equal your current
Contract Value and begin a new benefit period of the same duration as the prior
benefit period. This option is available provided all of the following five
conditions are met:

(1) the expiration date for the new benefit period does not extend past
anticipated Payout Date shown on your Contract Data Page;

(2) the Annuitant (oldest Annuitant, if joint Annuitants) is age 85 or
younger as of the step-up date;

(3) your Contract Value is greater than zero;

(4) your Contract Value is greater than the benefit basis as of the
step-up date; and

(5) the Company receives your Written Request to step-up the benefit basis
at its Home Office.

Your step-up date will be the monthly anniversary following the Company's
receipt of your Written Request.

If you elect the "step-up," a new benefit period with a start date equal to the
step-up date will begin. The Company also will adjust your benefit basis so that
it will equal your Contract Value as of the step-up date. A new Minimum Charge
Period will begin. The charge for the Guaranteed Minimum Accumulation Benefit
rider, as "stepped-up," may differ than the charge for the prior benefit period.
It will be equal to the charge the Company assesses for newly issued riders. If
the Company is no longer offering the rider, the charge will be set by the
Company at its complete discretion. However, the charge will not exceed the
guaranteed maximum charge of 1.00%.

See Appendix B for examples of how the Guaranteed Minimum Accumulation Benefit
rider will work.

Termination. You may terminate the Guaranteed Minimum Accumulation Benefit rider
on any date following the expiration of the Minimum Charge Period of 7 years. In
addition, the Guaranteed Minimum Accumulation Benefit rider will automatically
terminate on the earliest of:

(a) the expiration date of the benefit period;

(b) the Payout Date;

(d) the date there is a change of Annuitant for any reason; or

(e) the date you surrender your Contract.

For the Guaranteed Minimum Accumulation Benefit rider to remain in effect, all
of your Net Purchase Payments and Contract Value must be invested in an
available benefit allocation model. You may transfer to another available
benefit allocation model at anytime. However, if you elect to discontinue using
the available benefit allocation models, the Guaranteed Minimum Withdrawal
Benefit rider will automatically terminate. The termination will occur on the
later of (a) the last day of the Minimum Charge Period shown on the Rider Data
Page, (b) the date your Contract Value is transferred to an investment option
other than an available benefit allocation model, or (c) the date of change in
allocation of purchase payments to an investment option other than an available
benefit allocation model. As of the date of such transfer or allocation change,
the benefit basis will

be reduced to zero, you will not be permitted to step-up your benefit basis or
renew a benefit period (described below), and you cannot convert the Guaranteed
Minimum Accumulation Benefit to the Guaranteed Minimum Withdrawal Benefit rider
(described below).

Renewal and Conversion. You may renew the Guaranteed Minimum Accumulation
Benefit as of its expiration date, provided certain conditions are met. The
renewal benefit period must be the same duration as the expiring benefit period,
and cannot extend beyond the Contract Anniversary following the Annuitant
(oldest Annuitant, if joint Annuitants) 85th birthday or 10 years from the
Contract Issue Date. In addition, at the time of renewal, your benefit basis
must be greater than zero and your Contract Value must be greater than your
benefit basis. The Company must receive your Written Request to renew the
benefit period at its Home Office at least 30 days before the expiration date.
The charge for the renewed Guaranteed Minimum Accumulation Benefit rider may
differ from the charge for the prior benefit period. It will be equal to the
charge the Company assesses for newly issued riders. A new Minimum Charge Period
of 7 years will begin as of the renewal date. You will have to pay for the
benefit for at least seven years unless you terminate the Contract.

You may also convert the Guaranteed Minimum Accumulation Benefit rider to a
Guaranteed Minimum Withdrawal Benefit rider (if the Guaranteed Minimum
Withdrawal Benefit rider is offered) on a monthly anniversary. To convert the
rider, your benefit basis must be greater than zero, the Annuitant (oldest
Annuitant, if joint Annuitants) must be age 85 or younger as of the date of
conversion, and the Company must receive your Written Request for conversion at
its Home Office.

If you convert the Guaranteed Minimum Accumulation Benefit rider to the
Guaranteed Minimum Withdrawal Benefit rider, the date of the conversion will be
the monthly anniversary following receipt of your request. The lifetime benefit
basis for the Guaranteed Minimum Withdrawal Benefit will equal the greater of
your benefit basis under the Guaranteed Minimum Accumulation Benefit rider and
your Contract Value on the date of conversion. Also, when you convert the
Guaranteed Minimum Accumulation Benefit rider to the Guaranteed Minimum
Withdrawal Benefit rider, you will not be able to elect one of the death
benefits that are integrated with the Guaranteed Minimum Withdrawal Benefit
rider. You will continue to receive the basic death benefit provided by the
Contract and any optional death benefits that were elected, and you will
continue to have all death benefits adjusted pro-rata for all withdrawals.

Guaranteed Minimum Accumulation Benefit Charge. If you elect the Guaranteed
Minimum Accumulation Benefit rider, the Company will deduct a charge that
compensates it for the costs and risks it assumes in providing this benefit. The
Company deducts the Guaranteed Minimum Accumulation Benefit charge even if your
benefit basis is zero. The amount of the Guaranteed Minimum Accumulation Benefit
charge is calculated by multiplying the current annual Guaranteed Minimum
Accumulation Benefit charge percentage by the average monthly Contract Value for
the prior Contract Year. The average monthly Contract Value is equal to the sum
of each monthly Contract Value (the Contract Value as of the same day of the
month as the Contract Issue Date) divided by the number of months. The current
annual Guaranteed Minimum Accumulation Benefit charge percentage is 0.50%. This
charge will not be deducted until the first Contract Anniversary if you
purchased the benefit as Contract Issue.

This charge will not change unless you choose to step-up or renew your benefit
period. The Company has the right to change the current Guaranteed Minimum
Accumulation Benefit charge percentage for newly issued riders or if you step-up
or renew your benefit period. If you step-up or renew your benefit period, you
will be charged the rate charged for newly issued Guaranteed Minimum
Accumulation Benefit riders. If the Company no longer issues these riders, it
will set the charge for step-ups or renewals at its sole discretion. However,
the maximum charge the Company will assess is 1.00%. In the event we no longer
issue these riders, we will disclose the charge for step-ups and renewals in the
prospectus and we will give you notice prior to any step-up or renewal you
elect.

If the spousal continuation benefit is in effect, your spouse may elect to add a
new Guaranteed Minimum Accumulation Benefit to a contract continued under its
terms. The benefit added will be the one currently offered (if any) at the time
continuation is elected, and the benefit will be based on the continuation
amount. The availability of a new Guaranteed Minimum Accumulation Benefit is the
price. The price will not exceed the guaranteed maximum amount of 1.00%. On each
Contract Anniversary during the accumulation period, the Company will deduct the
Guaranteed Minimum Accumulation Benefit charge pro-rata from your Contract
Value. A pro-rata portion of the charge also will be deducted upon Contract
surrender, election to step-up the benefit basis, conversion to a Guaranteed
Minimum Withdrawal Benefit rider, termination of the Guaranteed Minimum
Accumulation Benefit rider after the expiration of the Minimum Charge Period,
payment of death proceeds, or an Income Payout Option, if the surrender,
election to step-up the benefit basis, conversion to Guaranteed Minimum
Withdrawal Benefit rider, termination, payment of death proceeds or the start of
payments under an Income Payment Option does not occur on a Contract
Anniversary.

DISTRIBUTION OF THE CONTRACT

The Company has entered into a distribution agreement with its affiliate, CUNA
Brokerage Services, Inc. ("CUNA Brokerage"), for the distribution and sale of
the Contract. CUNA Brokerage is a member of The Financial Industry Regulatory
Authority ("FINRA"), and offers the Contract through its sales representatives.
CUNA Brokerage may also enter into selling agreements with other broker-dealers
("selling firms") for the sale of the Contract. Sales representatives of selling
firms who may or may not be associated persons of CUNA Brokerage. The Company
pays commissions to CUNA Brokerage for sales of The Contract by its sales
representatives as well as selling firms. The investment adviser and other
service providers for, or affiliates of, the Funds may, from time to time make
payments for services to CUNA Brokerage.

The maximum concession payable for Contract sales by CUNA Brokerage's sales
representatives is 7.25% of purchase payments. The Company and/or one or more of
its affiliates may also pay for CUNA Brokerage's operating and other expenses,
including the following sales expenses: sales representative training
allowances; compensation and bonuses for CUNA Brokerage's management team;
advertising expenses; and all other expenses of distributing the Contract. CUNA
Brokerage pays its sales representatives a portion of the compensation received
for their sales of Contract. Sales representatives and their managers may also
be eligible for various cash benefits, such as bonuses, insurance benefits and
financing arrangements, and non-cash compensation items that the Company and/or
one or more of its affiliates may provide. Non-cash items include conferences,
seminars and trips (including travel, lodging and meals in connection
therewith), entertainment, merchandise and other similar items. In addition,
CUNA Brokerage's sales representatives who meet certain productivity,
persistency and length of service standards and/or their managers may be
eligible for additional compensation. Sales of the Contract may help sales
representatives and/or their managers qualify for such benefits. CUNA
Brokerage's sales representatives and managers may receive other payments from
the Company for services that do not directly involve the sale of the Contract,
including payments made for the recruitment and training of personnel,
production of promotional literature and similar services.

The maximum compensation payable for Contract sales by selling firms is 7.25% of
purchase payments. Some selling firms and/or their sales representatives may
elect to receive less compensation when a purchase payment is made along with an
annual/quarterly payment based on Contract value for so long as the Contract
remains in effect. Certain selling firms may receive additional amounts for: (1)
sales promotions relating to the Contract; (2) costs associated with sales
conferences and educational seminars for their sales representatives; and; (3)
other sales expenses incurred by them. Bonus payments may be paid to certain
selling firms based on aggregate sales of the Company's variable insurance
contracts (including the Contract) or persistency standards. These additional
payments are not offered to all selling firms, and the terms of any particular
agreement governing the payments may vary among selling firms.

In addition to the compensation paid for sales of the Contracts, the Company
pays compensation to CUNA Brokerage when an Owner annuitizes all or a portion of
his or her Contract and elects a life contingent annuity payout. This additional
compensation can be from 0% to 6.5% of the amount annuitized based upon the
income option selected and the length of time the Contract was in force. CUNA
Brokerage may pass through this compensation to selling firms. Any trail
commissions paid to CUNA Brokerage for Contract sales will cease upon payments
made for Owner's life contingent annuitization.

A portion of the compensation paid to selling firms may be passed on to their
sales representatives in accordance with their internal compensation programs.
Those programs may also include other types of cash and non-cash compensation
and other benefits. Ask your sales representative for further information about
what your sales representative and the selling firm for which he or she works
may receive in connection with your purchase of a Contract.

Compensation and other incentives or payments described above are not charged
directly to Owners or the Variable Account. The Company intends to recoup
compensation and other sales expenses through fees and charges deducted under
the Contract.

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 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, the Company
believes 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
have been considered for Federal income tax purposes to be the owners of the
assets of the separate account supporting their contracts due to their ability
to exercise investment control over those assets. When this is the case, the
Contract Owners have been currently taxed on income and gains attributable to
the variable account assets. There is limited guidance in this area, and some
features of the Contract, such as the flexibility of an owner to allocate
premium payments and transfer amounts among the investment divisions of the
separate account, have not been explicitly addressed in published rulings. While
the Company believes that the Contract does not give Owners investment control
over separate account assets, the Company reserves the right to modify the
Contract as necessary to prevent an Owner from being treated as the Owner of the
separate account assets supporting the Contract.

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 Owner or
over a period not extending beyond the life expectancy of that Owner, 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 Beneficiary" is the
surviving spouse of the Owner, the Contract may be continued with the surviving
spouse as the new Owner. If there is a non-natural Owner, the death or change of
an

Annuitant will be treated as the death of an Owner for these purposes.

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.

If your Contract contains a Guaranteed Minimum Withdrawal Benefit rider or
Guaranteed Minimum Accumulation Benefit rider, the application of certain tax
rules, particularly those rules relating to distributions from your Contract,
are not entirely clear. For tax purposes, we intend to treat amounts paid prior
to the date of a GMWB settlement as withdrawals and any amounts paid out under
an Income Payout Option after the GMWB settlement as annuity payments. In view
of this uncertainty, you should consult a tax advisor before purchasing either
of these riders.

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 and Surrenders. 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. The
Contract Value immediately before a partial withdrawal may have to be increased
by any positive market value adjustment which results from such a withdrawal.
There is, however, no definitive guidance on the proper tax treatment of market
value adjustments, and the Owner should contact a competent tax adviser with
respect to the potential tax consequences of a market value adjustment.

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.

However, if you purchase the GMWB rider and you take a withdrawal or other
distribution from your Contract (and the Contract Value has not been reduced to
zero or less), the amount in excess of the greater of:

(1) Contract Value, or

(2) Guaranteed Minimum Withdrawal Benefit basis or lifetime benefit basis
over your investment in the Contract will be treated by us as a
taxable distribution.

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. 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.

The Company has the right to modify the Contract in response to legislative
changes that could otherwise diminish the favorable tax treatment that Owners
currently receive.

SEPARATE ACCOUNT CHARGES

It is possible that the Internal Revenue Service may take a position that rider
charges (e.g. Spouse Beneficiary Death Benefit Rider) are deemed to be taxable
distributions to you. Although the Company does not believe that a rider charge
under the Contract should be treated as a taxable withdrawal, you should consult
your tax advisor prior to selecting any rider or endorsement under 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.

"Taxable eligible rollover distributions" from section 401(a) plans, section
403(b) tax-sheltered annuities, and Section 457(b) governmental plans are
subject to a mandatory federal income tax withholding of 20%. An eligible
rollover distribution is any distribution from such a plan to an employee (or
employee's spouse or former spouse beneficiary or alternate payee), except
certain distributions such as distributions required by the Code, hardship
distributions, 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, IRA, 403(b) tax-sheltered annuity, or to a
governmental Section 457(b) plan that agrees to separately account for rollover
contributions.

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(b), and eligible plans under 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. Roth IRAs under Section 408A do not require
distributions at any time prior to the Owner's death. If you are attempting to
satisfy minimum required distribution rules through partial withdrawals, the
value of any enhanced death benefit or other optional rider may need to be
included in calculating the amount required to be distributed, consult a tax
advisor.

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 a limit specified in the Code or 100% of the compensation
includible in the Owner's 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. Section 408A of the Code permits certain eligible individuals to
contribute to a Roth IRA up to the lesser of a limit specified in the Code or
100% of compensation includible in the Owner's gross income for the year.
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% federal penalty tax may apply to

distributions made (1) before age 59 1/2 (subject to certain exceptions) or (2)
during the five taxable years starting with the year in which the first
contribution is made to any Roth IRA. A 10% penalty tax may apply to amounts
attributable to a conversion from an IRA if they are distributed during the five
taxable years beginning with the year in which the conversion was made.

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. Under a non-governmental
plan, all investments, however, 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, a non-governmental employer may be entitled to
draw on deferred amounts for purposes unrelated to its Section 457 plan
obligations.

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 Taxes. While no attempt is being made to discuss the Federal
estate tax implications of the Contract, a purchaser should keep in mind that
the value of an annuity Contract owned by a decedent and payable to a
Beneficiary by virtue of surviving the decedent is included in the decedent's
gross estate. Depending on the terms of the annuity Contract, the value of the
annuity included in the gross estate may be the value of the lump sum payment
payable to the designated Beneficiary or the actuarial value of the payments to
be received by the Beneficiary.

Federal estate and state and local estate, inheritance and 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.

Generation-skipping Transfer Tax. Under certain circumstances, the Code may
impose a "generation skipping transfer tax" when all or part of an annuity
contract is transferred to, or a death benefit is paid to, an individual two or
more generations younger than the Owner. Regulations issued under the Code may
require us to deduct the tax from your Contract, or from any applicable payment,
and pay it directly to the IRS.

Annuity Purchases by Residents of Puerto Rico. In Rev. Rul. 2004-75, 2004-31
I.R.B. 109, the Internal Revenue Service recently announced that income received
by residents of Puerto Rico under life insurance or annuity contracts issued by
a Puerto Rico branch of a United States life insurance company is U.S.-source
income that is generally subject to United States Federal income tax.

Annuity Purchases by Nonresident Aliens and Foreign Corporations. The discussion
above provides general information regarding U.S. federal income tax
consequences to annuity purchasers that are U.S. citizens or residents.
Purchasers that are not U.S. citizens or residents will generally be subject to
U.S. federal withholding tax on taxable distributions from annuity contracts at
a 30% rate, unless a lower treaty rate applies.

In addition, purchasers may be subject to state and/or municipal taxes and taxes
that may be imposed by the purchaser's country of citizenship or residence.

Prospective purchasers are advised to consult with a qualified tax adviser
regarding U.S. state, and foreign taxation with respect to an annuity contract
purchase.

Foreign Tax Credits. The Company may benefit from any foreign tax credits
attributable to taxes paid by certain Funds to foreign jurisdictions to the
extent permitted under Federal tax law.

LEGAL PROCEEDINGS

The Company and its subsidiaries, like other life insurance companies, may be
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, the Company,
or the principal underwriter of the Contract.

COMPANY HOLIDAYS

The Company is closed on the following holidays: New Year's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

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

FINANCIAL STATEMENTS

The Company's financial statements and the financial statements of the Variable
Account are contained in the Statement of Additional Information ("SAI"). The
Company's financial statements should be distinguished from the Variable
Account's financial statements and you should consider the Company's financial
statements only as bearing upon its ability to meet its obligations under the
Policies. For a free copy of these financial statements and/or the SAI, please
the Company at the Home Office.

APPENDIX A
FINANCIAL HIGHLIGHTS

The following information is derived from the financial statements of the
Variable Account. The financial statements are included in the Statement of
Additional Information. The table below gives per unit information about the
financial history of each Subaccount for the fiscal years ended December 31,
2006, 2005 and 2004. The value of an Accumulation Unit is determined on the
basis of changes in the per share value of the Funds and the assessment of
various charges.

CONSERVATIVE ALLOCATION SUBACCOUNT 2006
- ---------------------------------- ----------

Unit fair value:
Beginning of period $ 10.00***
End of period 10.17
Percentage increase in unit value during period 1.70%**
Number of units outstanding at end of period 123.093

MODERATE ALLOCATION SUBACCOUNT 2006
- ------------------------------ ----------

Unit fair value:
Beginning of period $ 10.00***
End of period 10.29
Percentage increase in unit value during period 2.90%**
Number of units outstanding at end of period 782.785

AGGRESSIVE ALLOCATION SUBACCOUNT 2006
- -------------------------------- ----------

Unit fair value:
Beginning of period $ 10.00***
End of period 10.39
Percentage increase in unit value during period 3.90%**
Number of units outstanding at end of period 73.109

MONEY MARKET SUBACCOUNT 2006 2005 2004
- ----------------------- ---------- ---------- --------

Unit fair value:
Beginning of period $ 10.15 $ 10.00 $ 10.00*
End of period 10.47 10.15 10.00
Percentage increase in unit value during period 3.15% 1.50% 0.00%**
Number of units outstanding at end of period 1,439,661 1,174,622 41,939

BOND SUBACCOUNT 2006 2005 2004
- --------------- ---------- ---------- --------

Unit fair value:
Beginning of period $ 10.10 $ 9.98 $ 10.00*
End of period 10.36 10.10 9.98
Percentage increase in unit value during period 2.57% 1.20% (0.20%)**
Number of units outstanding at end of period 6,703,481 3,021,142 191,144

A-1

HIGH INCOME SUBACCOUNT 2006 2005 2004
- ---------------------- ---------- ---------- --------

Unit fair value:
Beginning of period $ 10.38 $ 10.25 $ 10.00*
End of period 11.19 10.38 10.25
Percentage increase in unit value during period 7.80% 1.27% 2.50%**
Number of units outstanding at end of period 2,256,194 1,090,104 68,835

DIVERSIFIED INCOME SUBACCOUNT
(formerly Balanced Subaccount) 2006 2005 2004
- ----------------------------- ---------- ---------- --------

Unit fair value:
Beginning of period $ 10.89 $ 10.62 $ 10.00*
End of period 11.82 10.89 10.62
Percentage increase in unit value during period 8.54% 2.54% 6.20%**
Number of units outstanding at end of period 3,424,692 2,169,035 119,533

LARGE CAP VALUE SUBACCOUNT 2006 2005 2004
- -------------------------- ---------- ---------- --------

Unit fair value:
Beginning of period $ 11.45 $ 10.99 $ 10.00*
End of period 13.63 11.45 10.99
Percentage increase in unit value during period 19.04% 4.19% 9.90%**
Number of units outstanding at end of period 4,913,687 2,659,384 144,835

LARGE CAP GROWTH FUND SUBACCOUNT 2006 2005 2004
- -------------------------------- ---------- ---------- --------

Unit fair value:
Beginning of period $ 10.73 $ 10.61 $ 10.00*
End of period 11.42 10.73 10.61
Percentage increase in unit value during period 6.43% 1.13% 6.10%**
Number of units outstanding at end of period 2,561,564 1,136,871 253,559

MID CAP VALUE SUBACCOUNT 2006 2005 2004
- ------------------------ ---------- ---------- --------

Unit fair value:
Beginning of period $ 11.73 $ 10.78 $ 10.00*
End of period 13.55 11.73 10.78
Percentage increase in unit value during period 15.52% 8.81% 7.80%**
Number of units outstanding at end of period 2,258,725 1,114,415 87,095

MID CAP GROWTH SUBACCOUNT 2006 2005 2004
- ------------------------- ---------- ---------- --------

Unit fair value:
Beginning of period $ 11.96 $ 11.14 $ 10.00*
End of period 13.15 11.96 11.14
Percentage increase in unit value during period 9.95% 7.36% 11.40%**
Number of units outstanding at end of period 597,595 814,644 53,327

A-2

GLOBAL SECURITIES SUBACCOUNT 2006 2005 2004
- ---------------------------- ---------- ---------- --------

Unit fair value:
Beginning of period $ 12.21 $ 10.85 $ 10.00*
End of period 14.15 12.21 10.85
Percentage increase in unit value during period 15.89% 12.53% 8.50%**
Number of units outstanding at end of period 597,595 251,644 18,621

INTERNATIONAL STOCK SUBACCOUNT 2006 2005 2004
- ------------------------------ ---------- ---------- --------

Unit fair value:
Beginning of period $ 12.91 $ 11.22 $ 10.00*
End of period 15.83 12.91 11.22
Percentage increase in unit value during period 22.62% 15.06% 12.20%**
Number of units outstanding at end of period 1,334,155 594,014 28,569

SMALL CAP VALUE SUBACCOUNT****
- ------------------------------

Unit fair value:
Beginning of period
End of period
Percentage increase in unit value during period
Number of units outstanding at end of period

SMALL CAP GROWTH SUBACCOUNT****
- -------------------------------

Unit fair value:
Beginning of period
End of period
Percentage increase in unit value during period
Number of units outstanding at end of period

* The product inception date was October 11, 2004, with all Subaccounts
starting with a $10.00 unit price.

** Not annualized.

*** The subaccount inception date was June 30, 2006, with all Subaccounts
starting with a $10.00 unit price.

**** The subaccount inception date was May 1, 2007.

A-3

APPENDIX B
EXAMPLES OF GUARANTEED MINIMUM WITHDRAWAL BENEFIT AND
GUARANTEED MINIMUM ACCUMULATION BENEFIT FOR RIDERS
ISSUED AFTER OCTOBER 29, 2007, IF APPROVED IN YOUR STATE

GUARANTEED MINIMUM WITHDRAWAL BENEFIT EXAMPLES

BASE ASSUMPTIONS: Assume an initial purchase payment of $100,000 choosing the
B-Share option and an issue age of 64. This means:

- The lifetime benefit basis is $100,000; and

- The guaranteed annual lifetime withdrawal amount is $5,000 (GALWA) if
a withdrawal is taken immediately (5% rate for withdrawals beginning
at attained age 64 x $100,000).

- The Minimum Guaranteed Death Benefit provided by the rider is
$100,000.

- All withdrawal figures shown indicate the total amount withdrawn from
the Contract and, assume that no surrender charge or market value
adjustment applies. Any surrender charge and/or market value
adjustment, if applicable, will reduce the Contract Value and result
in additional adjustments to the lifetime benefit basis and minimum
death benefit, unless the owner chooses to have those charges deducted
from the amount they receive.

- Assumes the Guaranteed Minimum Withdrawal Benefit with the Minimum
Guaranteed Death Benefit option is chosen. The death benefit
adjustment calculations described here only apply to the death benefit
provided by the GMWB rider. They do not apply to other optional death
benefits riders.

- All withdrawal figures shown indicate the total amount withdrawn from
the Contract, and assume that no surrender or market value adjustment
applies. Any surrender charge and/or market value adjustment, if
applicable, will reduce the amount payable to the Owner.

EXAMPLE 1 (ADDITIONAL PURCHASE PAYMENT DURING THE WINDOW PERIOD): Starting with
the Base Assumptions, the Owner makes an additional purchase payment of $50,000
within the window period.

- The lifetime benefit basis is $150,000, which is the prior lifetime
benefit basis plus the additional purchase payment; and

- The guaranteed annual lifetime withdrawal amount is $7,500, which is
5% of the new lifetime benefit basis.

- The Minimum Death Benefit is $150,000, which is the prior death
benefit plus the additional purchase payment.

EXAMPLE 2 (LIFETIME WITHDRAWALS BEGIN BEFORE THE FIRST ANNIVERSARY): Starting
with the Base Assumptions, the Owner withdraws the GALWA ($5,000 = $100,000 x
5%) before the first Contract Anniversary.

- The lifetime benefit basis is $100,000, this does not change because
the withdrawal does not exceed the $5,000 GALWA; and

- The GALWA is $5,000; this does not change because the withdrawal does
not exceed the $5,000 GALWA.

- Since the withdrawal is less than or equal to the GALWA the adjustment
to the death benefit is equal to the withdrawal amount, so the new
guaranteed death benefit is $145,000.

EXAMPLE 3 (EXCESS WITHDRAWAL WHEN THE CONTRACT VALUE IS GREATER THAN THE
LIFETIME BENEFIT BASIS): Starting with the Base Assumptions, the Owner withdraws
$50,000 after the third Contract Anniversary (but before the fourth). Assume the
Contract Value is $150,000 at the time of the withdrawal and no prior
withdrawals have occurred and no prior step-ups have occurred. The Minimum Death
Benefit is $100,000 at the time of the withdrawal.

- The lifetime benefit basis is $115,000. It was increased by 5% of the
initial lifetime benefit basis ($5,000) on each of the first three
Contract Anniversaries; for a total increase of $15,000 - assumes that
the lifetime basis has not been stepped-up to a higher amount.

- The guaranteed annual lifetime withdrawal at this time, prior to the
$50,000 withdrawal, is $6,235 (5.5% rate for age 67 times the $115,000
lifetime benefit basis).

- The lifetime benefit basis is adjusted to $65,000 since the $50,000
withdrawal exceeds the $6,235 GALWA. The adjusted amount is the lesser
of (1) or (2) below:

1. The prior lifetime benefit basis less the withdrawal:
$115,000 - $50,000 = $65,000; or

2. The Contract Value after the withdrawal: $150,000 - $50,000
= $100,000.

- The GALWA is $3,575 after the withdrawal, which is 5.5% (the rate for
age 67) of the new lifetime benefit basis.

- Since the withdrawal amount exceeds the GALWA, the death benefit will
be adjusted as follows

1. The death benefit will be reduced by $50,000 for the
withdrawal.

2. There will be an additional adjustment for the excess
withdrawal amount of $43,765 (50,000 - 6,235 = 43,765).

B-1

- 43,765 / 150,000 * 100,000 - 43,765 = -14,588

- New death benefit after all adjustments 100,000 - 50,000 - (-14,588) =
64,588

EXAMPLE 4 (EXCESS WITHDRAWAL WHEN THE CONTRACT VALUE IS LESS THAN THE LIFETIME
BENEFIT BASIS): Starting with the Base Assumptions, withdraw $50,000 after the
third Contract Anniversary but before the fourth, with a Contract Value of
$80,000 at the time of the withdrawal (no prior withdrawals or step-ups have
occurred). The Minimum Death Benefit is $100,000 at the time of the withdrawal.

- The lifetime benefit basis is $115,000. It was increase by 5% of the
initial basis ($5,000) on each of the first three Contract
Anniversaries, for a total increase of $15,000.

- The guaranteed lifetime withdrawal at this time (before the $50,000
withdrawal) is $6,235 (5.5% rate for age 67 times the $115,000
lifetime benefit basis.

- The lifetime benefit basis is adjusted to $30,000 since the withdrawal
exceeds the $6,235 GALWA. The adjusted value is the lesser of (1) or
(2) below:

1. The prior lifetime benefit basis less the withdrawal:
$115,000 - $50,000 = $65,000; or

2. The Contract Value after the withdrawal: $80,000 - $50,000 =
$30,000

- The GALWA is $1,650, which is 5.5% of the new lifetime benefit basis.

- Since the withdrawal amount exceeds the GALWA, the death benefit will
be adjusted as follows

1. The death benefit will be reduced by $6,235 for the
withdrawal within the GALWA limits.

2. There will be an additional adjustment for the excess
withdrawal amount of $43,765 (50,000 - 6,235 = 43,765).

- 43,765 / 80,000 * 100,000 - 43,765 = 10,941

- New death benefit after all adjustments 100,000 - 50,000 - 10,941 =
39,059

EXAMPLE 5 (STEP-UP THE LIFETIME BENEFIT BASIS BEFORE WITHDRAWALS HAVE STARTED):
Starting with the Base Assumptions, assume no withdrawals have been taken, no
prior step-ups have occurred, and the Value of the Contract on the third
Contract Anniversary is $125,000.

- The existing lifetime benefit basis is $115,000. It was increase by 5%
of the initial basis ($5,000) on each of the first three Contract
Anniversaries

- The Owner chooses to step-up the lifetime benefit basis to the
Contract Value of $125,000.

- The guaranteed annual lifetime withdrawal after the step-up is $6,875
(5.5% rate for age 67 times the $125,000 stepped-up lifetime benefit
basis).

NOTE: The charge for the rider at step-up will be the current
charge for new issues of the rider; if we are no longer issuing
the rider, the charge will be set by the Company.

- The Minimum Death Benefit remains $100,000 - it is not impacted by a
step-up.

EXAMPLE 6 (STEP-UP THE LIFETIME BENEFIT BASIS AFTER WITHDRAWALS HAVE STARTED):
Starting with the Base Assumptions, assume the Owner began receiving their
$5,000 GALWA beginning in the first Contract Year and no additional excess
withdrawals have been taken. Also assumes that no prior step-ups have occurred.
The Value of the Contract on the third Contract Anniversary is $110,000.

- The lifetime benefit basis is $100,000. Since withdrawals began
immediately, the lifetime benefit basis did not increase.

- The Owner chooses to step-up the lifetime benefit basis to the
Contract Value of $110,000.

- The guaranteed annual lifetime withdrawal at after the step-up is
$5,500 (5% rate for age 64 - the age at the time of the first
withdrawal from the Contract - times the $110,000 stepped-up lifetime
benefit basis).

NOTE: The charge for the rider at step-up will be the current
charge for new issues of the rider; if we are no longer issuing
the rider, the charge will be set by the Company.

- The Minimum Death Benefit would be $85,000, the initial $100,000
reduced for each of the $5,000 withdrawals previously taken.

***

GUARANTEED ACCUMULATION VALUE EXAMPLES

BASE ASSUMPTIONS: Assume an initial purchase payment of $100,000 electing the
B-Share Option and an issue age of 65. This means the benefit basis is $100,000.
All withdrawal figures shown indicate the total amount withdrawn from the
Contract, and assume that no surrender or market value adjustment applies. Any
surrender charge and/or market value adjustment, if applicable, will further
reduce the Contract Value and result in additional adjustments to the benefit
basis unless the owner chooses to have those charges deducted from the amount
they receive.

B-2

EXAMPLE 1 (ADDITIONAL PURCHASE PAYMENT WITHIN THE WINDOW PERIOD): The Owner
makes an additional purchase payment of $50,000 within the window period. The
benefit basis is $150,000, which is the prior benefit basis plus the additional
purchase payment.

EXAMPLE 2 (WITHDRAWAL WHEN THE CONTRACT VALUE IS GREATER THAN THE BENEFIT
BASIS): Starting with the Base Assumptions, the Owner withdraws $50,000, with
Contract Value of $150,000 at the time of the withdrawal (no prior withdrawals
have occurred).

- The adjustment to the benefit basis is $50,000 which is the greater
of:

- The withdrawal of $50,000; or

- The proportion of the benefit basis withdrawn of $33,333.33. This is
calculated as (1) divided by (2) with the result multiplied by (3):

1. partial withdrawal amount: $50,000;

2. Contract Value immediately prior to the withdrawal:
$150,000;

3. the benefit basis immediately prior to the withdrawal:
$100,000;

- So the proportion of the benefit basis withdrawn: ($50,000/
$150,000)*$100,000 = $33,333.33

- Therefore the benefit basis is adjusted to $50,000 ($100,000 prior
basis less $50,000 adjustment calculated above).

EXAMPLE 3 (WITHDRAWAL WHEN THE CONTRACT VALUE IS LESS THAN THE BENEFIT BASIS):
Starting with the Base Assumptions, the Owner withdraws $50,000 with Contract
Value of $80,000 at the time of the withdrawal (no prior withdrawals have
occurred).

- The adjustment to the benefit basis is $62,500 which is the greater
of:

- The prior benefit basis less the withdrawal of $50,000; or

- The proportion of the benefit basis withdrawn of $62,500. This is
calculated as (1) divided by (2) with the result multiplied by (3):

1. partial withdrawal amount: $50,000;

2. Contract Value immediately prior to the withdrawal: $80,000;

3. the benefit basis immediately prior to the withdrawal:
$100,000;

- So the proportion of the benefit basis withdrawn:
($50,000/$80,000)*$100,000 = $62,500

- Therefore, the benefit basis is adjusted to $37,500 ($100,000 prior
basis less $62,500 adjustment calculated above).

EXAMPLE 4 (STEP-UP THE BENEFIT BASIS): Starting with the Base Assumptions, on
the 4th anniversary the Contract Value is $135,000.

- The existing benefit basis is $100,000.

- The Owner chooses to step-up the benefit basis to the account value of
$135,000.

- The new benefit basis is $135,000 and the Contract Value will be
guaranteed to be at least $135,000 on the 14th Contract Anniversary
(10 years from the step-up date).

- NOTE: If the Owner chooses to step-up the benefit basis a new seven
year Minimum Charge Period will begin starting on the date of the
step-up.

- NOTE: The charge for the rider at step-up will be the current charge
for new issues of the rider. If the Company is no longer issuing the
rider, then it will set the charge.

B-3

APPENDIX C
GUARANTEED MINIMUM WITHDRAWAL BENEFIT FOR RIDERS ISSUED BEFORE
OCTOBER 29, 2007 BUT AFTER OCTOBER 30, 2006

For Guaranteed Minimum Withdrawal Benefit riders issued after October 30, 2006
but before October 29, 2007 and as available in your state, the guaranteed
Minimum Withdrawal Benefit will be as follows:

General. The Guaranteed Minimum Withdrawal Benefit rider is available for an
additional charge. The Guaranteed Minimum Withdrawal Benefit offers you the
ability to take a specified annual withdrawal regardless of your Contract Value.
If you do not choose to make withdrawals under the Guaranteed Minimum Withdrawal
Benefit (GMWB) rider, the charges collected for this benefit will not be
refunded. You may elect either the Guaranteed Minimum Withdrawal Benefit or the
Guaranteed Minimum Accumulation Benefit, but not both optional benefits.

ELECTING A GUARANTEED MINIMUM WITHDRAWAL BENEFIT RIDER. You must satisfy certain
eligibility requirements to elect the Guaranteed Minimum Withdrawal Benefit
Rider. These requirements vary based on how your Contract is owned. For single
Owner Contracts, you may elect the Guaranteed Minimum Withdrawal Benefit rider
if you are between ages 45 and 85 on the rider issue date. If you are not a
natural person, you may elect the Guaranteed Minimum Withdrawal Benefit rider if
each Annuitant is a natural person and between the ages of 45 and 85 on the
rider issue date. Please note that if there are joint Annuitants and the Owner
is a non-natural person, the sole Beneficiaries must be joint Annuitants. For
jointly owned Contracts, you may elect the Guaranteed Minimum Death Benefit
Rider if each Owner is between ages 45 and 85 on the rider issue date and if the
Owners are spouses. The chart below illustrates the eligibility requirements for
the Guaranteed Minimum Withdrawal Benefit rider:

TYPE OF CONTRACT AGE REQUIREMENTS AT RIDER ISSUE DATE ANNUITANT REQUIREMENTS
---------------- ----------------------------------------- ---------------------------------------------------

Single Owner Owner must be between ages 45-85 No requirements other than those that apply to the
base Contract. Annuitant must be between ages 45-85

Single Owner/Non-Natural Owner Each Annuitant must be between ages 45-85 Annuitant must be a natural person between ages
45-85 on the rider issue date

Jointly Owned Contract Joint Owners must be spouses; each spouse Annuitants must be natural persons between ages
must be between ages 45-85 on the rider 45-85 on the rider issue date
issue date

The Guaranteed Minimum Withdrawal Benefit Rider is not offered on new Contracts
issued as Beneficiary IRA contracts. The Company has the right to accept or
refuse to issue a Guaranteed Minimum Withdrawal Benefit rider in its sole
discretion.

The Contract offers static benefit allocation models with pre-selected
Subaccounts and percentages that have been established for different types of
investors. If you elect the Guaranteed Minimum Withdrawal Benefit rider, all of
your Net Purchase Payments, Credit Value Increase Enhancements, if any, and all
of your Contract Value must participate in one of the benefit allocation models
that the Company makes available for that purpose. The current benefit
allocation models (by investment category and the Subaccounts in which the
models invest) are:

INVESTMENT CATEGORY SUBACCOUNTS
------------------- ----------------------------

Individual Funds - (100% allocated to 100% Diversified Income
only one of the available funds) 100% Conservative Allocation
100% Moderate Allocation

Conservative 7-14 Years 45% Bond
25% Large Cap Value
10% Large Cap Growth
5% High Income
5% Mid Cap Value
5% Mid Cap Growth
5% International Stock

Conservative 15+ Years 35% Bond

C-1

20% Large Cap Value
10% International Stock
5% High Income
10% Large Cap Growth
15% Mid Cap Value
5% Mid Cap Growth
5% Small Cap Growth
5% Global Securities

Moderate 7-14 Years 30% Bond
20% Large Cap Value
5% Mid Cap Growth
10% International Stock
10% Mid Cap Value
5% High Income
10% Large Cap Growth
5% Global Securities
5% Small Cap Value

* Funds allocated to the DCA 1-year or the DCA 6-month options must set up a
DCA transfer program that transfers the funds out of the DCA account into
one of the other allocation alternatives allowed for the Guaranteed Minimum
Withdrawal Benefit. Additionally, the DCA 1-year and DCA 6-month options
are only available for new premium-transfers into these funds are not
allowed.

Withdrawals in General. Under the Guaranteed Minimum Withdrawal Benefit rider,
you may elect to make guaranteed withdrawals under the annual withdrawal benefit
option or the lifetime annual withdrawal benefit option. On or after the first
rider issue date, you may make guaranteed withdrawals each rider year up to the
guaranteed annual lifetime withdrawal amount (the "GALWA"). Guaranteed
withdrawals up to the GALWA will not impact the lifetime benefit basis (defined
below under "Amount of your guaranteed withdrawals"). If, after you have taken a
withdrawal, you choose to receive only a part of, or none of, your GALWA in any
given rider year, your GALWA will not increase.

If you do not take any withdrawals, your GALWA will increase annually on each
rider anniversary until the earliest of:

- the date of your first withdrawal; or

- the 10th rider anniversary (or the 10th step-up anniversary, if a
step-up is elected).

Each increase will be equal to five percent (5%) of the lifetime benefit basis
as of your first rider anniversary (or step-up anniversary if a step-up is
elected).

Within each rider year, you may also withdraw more than the GALWA. The portion
of any withdrawal which is in excess of the GALWA in effect at the time of the
withdrawal request is referred to as an "excess withdrawal." In addition, an
excess withdrawal may occur when the amount withdrawn, when added to prior
withdrawals during a rider year, exceeds the GALWA. Scheduled withdrawals under
systematic withdrawal program to satisfy a required minimum distribution plan
for the Value of this Contract are not considered excess withdrawals provided
you enroll in the Automatic Required Minimum Distribution plan. Excess
withdrawals will reduce your lifetime benefit basis, and may do so by more than
the actual amount of the excess withdrawal.

Please note that all guaranteed withdrawals under the Guaranteed Minimum
Withdrawal Benefit rider are also partial withdrawals under the Contract and
will reduce your death benefit. Any applicable contingent deferred sales charge
and market value adjustment will apply to guaranteed withdrawals. If a
guaranteed withdrawal under the Guaranteed Minimum Withdrawal Benefit causes
your Contract Value to be equal to or less than zero, the Company will pay any
remaining guaranteed withdrawals under the terms of the Guaranteed Minimum
Withdrawal Benefit under an Income Option that the Company makes available for
that purpose (the "Guaranteed Minimum Withdrawal Benefit settlement"). Your
Contract and all other riders then will terminate. If the guaranteed withdrawals
continue past the anticipated Income Payout Date, the Company will allow you to
extend that Payout date. However, if you extend the Payout Date beyond age 85
(or 10 years from the Contract Issue Date, if later): (1) all other riders will
terminate on that date, and (2) the Company will no longer accept purchase
payments under the Contract. Tax consequences may apply. (See "Tax Status of the
Contract - Taxation of Annuities" in the Prospectus).

You should carefully consider when to begin taking guaranteed withdrawals if you
have elected the Guaranteed Minimum Withdrawal Benefit. If you begin taking
guaranteed withdrawals too soon or delay taking guaranteed withdrawals for too
long, you may limit the value of the Guaranteed Minimum Withdrawal Benefit. If
you elect the Guaranteed Minimum Withdrawal Benefit for a Qualified Contract,
tax rules may prevent you from taking partial withdrawals when you otherwise
would, or require you to take excess withdrawals, reducing your lifetime benefit
basis. See "Federal Tax Matters -

C-2

Taxation of Qualified Plans" in your Prospectus. Consult a tax advisor before
purchasing the Guaranteed Minimum Withdrawal Benefit rider.

Excess Withdrawals more than the GALWA. If a partial withdrawal taken during a
rider year is more than the current GALWA, an excess withdrawal occurs. The
GALWA, lifetime benefit basis will be reset to equal the lesser of:

(a) the Contract Value immediately following the withdrawal; or

(b) the previous lifetime benefit basis reduced dollar for dollar by (i)
the total of all partial withdrawals to date during the current rider
year, if prior partial withdrawals were made during the rider year
that were not excess withdrawals, otherwise (ii) the amount of the
withdrawal.

If the Company reduces the resulting benefit basis as a result of the excess
withdrawal, the Company will also reduce the GALWA.

Termination. You may terminate the Guaranteed Minimum Withdrawal Benefit rider
on any date. Terminating the rider prior to the expiration of the Minimum Charge
Period of 7 years will result in rider charges continuing to be assessed (based
on individual state regulations) until the Minimum Charge Period is reached. In
addition, the Guaranteed Minimum Withdrawal Benefit rider will automatically
terminate on the earliest of:

(a) the Payout Date;

(b) the date Due Proof of Death of the Annuitant (last remaining
Annuitant, if joint Annuitants) is received;

(d) the date you surrender your Contract.

For the Guaranteed Minimum Withdrawal Benefit to remain in effect, all of your
Net Purchase Payments and all of your Contract Value must be invested in an
available benefit allocation model. You may transfer to another available
benefit allocation model at anytime. However, if you discontinue allocating your
Net Purchase Payments and Contract Value to one of the available benefit
allocation models, the Guaranteed Minimum Withdrawal Benefit will automatically
terminate on the later of: (i) the last day of the Minimum Charge Period as
shown on the Rider Data Page; (ii) the date your Contract Value is transferred
to an investment option other than an available benefit allocation model, or
(iii) the date of change in allocation of purchase payments to an investment
option other than an available benefit allocation model. On the date of that
transfer or change of allocation to an investment option that is not an
available benefit allocation model, your lifetime benefit basis will be reduced
to zero, and you cannot step-up the benefit basis and lifetime benefit basis as
described below. Termination of the rider prior to the expiration of the Minimum
Charge Period of 7 years will result in rider charges continuing to be assessed
(based on individual state regulations) until the Minimum Charge Period is
reached.

Amount of your guaranteed withdrawals. The Company determines your GALWA by
multiplying the lifetime benefit basis by the annual lifetime benefit
percentage. The table shows the current annual lifetime benefit percentages.

C-3

CURRENT ANNUAL LIFETIME BENEFIT PERCENTAGES

Joint Annuitants (age Joint Annuitants (age
difference 5 yrs or difference over 5 yrs)
less) Attained Age of Attained Age of Oldest
Attained Age at First Oldest Annuitant at Annuitant at First
Withdrawal First Withdrawal Withdrawal
- --------------------- --------------------- ----------------------
Age Percentage Age Percentage Age Percentage
----- ---------- ----- ---------- ----- ----------

45-58 4% 45-58 3% 45-58 2%
59-64 5% 59-64 4% 59-64 3%
65-69 5.5% 65-69 4.5% 65-69 3.5%
70-74 6% 70-74 5% 70-74 4%
75+ 6.5% 75+ 5.5% 75+ 4.5%

If only one Annuitant If only one Annuitant is
is living at the time living at the time of
of your first your first withdrawal,
withdrawal, the the percentages shown
percentages shown above currently will be
above currently will increased by 2%.
be increased by 1%.

Any change in the lifetime benefit basis will also result in a change in the
GALWA. The lifetime benefit basis is used only to calculate the GALWA. The
lifetime benefit basis does not establish or guarantee a minimum Contract Value,
Surrender Value, death benefit, or return for any Subaccount.

The lifetime benefit basis as of the rider issue date is equal to: (i) your
initial Net Purchase Payment and any applicable Contract Value Increase
Enhancements, if the rider is issued at Contract issue; (ii) your Contract
Value, if the rider is issued after the Contract Issue Date; (iii) the greater
of the Guaranteed Minimum Accumulation Benefit basis or the Contract Value as of
the rider issue date, if the rider is issued as a conversation from a Guaranteed
Minimum Accumulation Benefit rider; or (iv) the continuation amount, if the
rider is issued as a result of spousal continuation. The Company will increase
the lifetime benefit basis by any Net Purchase Payments it receives during the
window period, currently, the first 12 months after rider issue. The Company
limits the amount of window purchase payments that count toward this benefit to
the maximum window purchase payment, currently two times your initial purchase
payment. (This amount is shown on your Rider Data Page.) The Company is
currently waiving this limitation. You should carefully consider whether you
want to make purchase payments after the window period or in excess of the
maximum window purchase payment amount. Such purchase payments will increase the
cost of the Guaranteed Minimum Withdrawal Benefit rider, and will not
participate in any Guaranteed Minimum Withdrawal Benefit rider benefits.

The Company will reduce the lifetime benefit basis if an excess withdrawal
occurs. In addition, as discussed above, if you elect not to participate in an
available benefit allocation model, the lifetime benefit basis will become zero
and the Guaranteed Minimum Withdrawal Benefit rider will terminate.

Step-up. On any monthly anniversary (a monthly anniversary is the same day each
month as your rider issue date) on or following your third rider anniversary
(and on any monthly anniversary or following each subsequent third rider step-up
anniversary), you may, subject to certain conditions, "step-up" the lifetime
benefit basis to equal your current Contract Value.

You may step-up the lifetime benefit basis provided:

(a) your Contract Value is greater than zero;

(b) your Contract Value is greater than the lifetime benefit basis as of
the step-up date;

(d) the Company receives your Written Request to step-up the lifetime
benefit basis at its Home Office.

C-4

The step-up date will be the monthly anniversary following the receipt of your
Written Request.

If you elect the "step-up", the start date for the new benefit period will be
the step-up date, the lifetime benefit basis will equal your Contract Value as
of the step-up date, and any increases to the lifetime benefit basis will be
measured from the step-up anniversary. In addition, a new Minimum Charge Period
will begin. Following your step-up election, the rider fee will be changed to an
amount equal to the fee charged on newly issued Guaranteed Withdrawal Benefit
Riders at that time. This fee may be higher than your current fee. If the
Company is no longer issuing new Contracts with this rider, then the rider fee
after the step-up will be set by the company, based upon current market
conditions at the time of the step-up. The fee will not exceed the maximum of
1.00%.

See below for examples of how the Guaranteed Minimum Withdrawal Benefit rider
will work.

Guaranteed Minimum Withdrawal Benefit Charge. If you elect the Guaranteed
Minimum Withdrawal Benefit, the Company will deduct a charge that compensates it
for the costs and risks the Company assumes in providing this benefit. The
Company will not deduct the Guaranteed Minimum Withdrawal Benefit charge after
the Payout Date. The current annual Guaranteed Minimum Withdrawal Benefit charge
percentage is 0.6%. This charge will not change unless you choose to step-up
your Lifetime Benefit Basis. The amount charged for a step-up of the lifetime
benefit basis will equal the amount charged for newly issued riders. The amount
of the Guaranteed Minimum Withdrawal Benefit charge is calculated annually by
multiplying the current annual Guaranteed Minimum Withdrawal Benefit charge
percentage by the average monthly Contract Value for the prior Contract Year.
The average monthly Contract Value is equal to the sum of each monthly Contract
Value (the Contract Value as of the same day of the month as the Contract Issue
Date) divided by the number of months. On each Contract Anniversary during the
accumulation period, the Company will deduct the Guaranteed Minimum Withdrawal
Benefit charge pro-rata from your Contract Value. A pro-rata portion of the
charge also will be deducted upon Contract surrender, election to step-up the
lifetime benefit basis, termination of the rider after the expiration of the
Minimum Charge Period, payment of death proceeds, or the start of payments under
an Income Payout Option, does not occur on a Contract Anniversary.

***

EXAMPLES

BASE ASSUMPTIONS: Assume an initial purchase payment of $100,000 and an issue
age of 64. This means:

- The lifetime benefit basis is $100,000; and

- The guaranteed annual lifetime withdrawal amount is $5,000 (GALWA) if
a withdrawal is taken immediately (5% rate for withdrawals beginning
at attained age 64 x $100,000).

- All withdrawal figures shown indicate the total amount withdrawn from
the Contract and, assume that no surrender charge or market value
adjustment applies. Any surrender charge and/or market value
adjustment, if applicable, will reduce the Contract Value and result
in additional adjustments to the lifetime benefit basis unless the
owner chooses to have those charges deducted from the amount they
receive.

EXAMPLE 1 (ADDITIONAL PURCHASE PAYMENT DURING THE WINDOW PERIOD): Starting with
the Base Assumptions, the Owner makes an additional purchase payment of $50,000
within the window period.

- The lifetime benefit basis is $150,000, which is the prior lifetime
benefit basis plus the additional purchase payment; and

- The guaranteed annual lifetime withdrawal amount is $7,500, which is
5% of the new lifetime benefit basis.

EXAMPLE 2 (LIFETIME WITHDRAWALS BEGIN BEFORE THE FIRST ANNIVERSARY): Starting
with the Base Assumptions, the Owner withdraws the GALWA ($5,000 = $100,000 x
5%) before the first Contract Anniversary.

- The lifetime benefit basis is $100,000, this does not change because
the withdrawal does not exceed the $5,000 GALWA; and

- The GALWA is $5,000, this does not change because the withdrawal does
not exceed the $5,000 GALWA.

- The lifetime benefit basis is $1 15,000. It was increased by 5% of the
initial lifetime benefit basis ($5,000) on each of the first three
Contract Anniversaries, for a total increase of $1 5,000.

- The guaranteed annual lifetime withdrawal at this time, prior to the
$50,000 withdrawal, is $6,235 (5.5% rate for age 67 times the $115,000
lifetime benefit basis).

C-5

- The lifetime benefit basis is adjusted to $65,000 since the $50,000
withdrawal exceeds the $6,235 GALWA. The adjusted amount is the lesser
of (1) or (2) below:

1. The prior lifetime benefit basis less the withdrawal:
$115,000 -$50,000 = $65,000; or