April 28, 2010

Securities and Exchange Commission

100 F Street, N.E.

Washington  DC  20549

RE: Midland National Life Separate Account A

File Number 333-14061 – Foundation Variable Universal Life 1.1 – Variable Universal Life 4 – Variable Universal Life 3

Commissioners:

Enclosed for filing is a copy of Post-Effective Amendment Number 19 to the above referenced Form N-6 Registration Statement. 

This amendment is being filed pursuant to paragraph (b) of Rule 485, and pursuant to subparagraph (b) (4) of that Rule, we certify the amendment does not contain disclosure which would render it ineligible to become effective pursuant to said paragraph (b).

We acknowledge that:

·Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve Midland National Life Insurance Company from full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·We may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We are aware that the Division of Enforcement has access to all information we have provided to the staff of the Division of Investment Management in connection with your review of our filing or in response to your comments on our filing.

If you have any comments or questions about this filing, please contact Fred Bellamy of Sutherland Asbill & Brennan LLP at 202-383-0126 or fred.bellamy@sutherland.com.

/s/

Jason L. Bradshaw

Senior Variable Compliance Consultant

cc:        Frederick R. Bellamy

            Sutherland Asbill & Brennan LLP

As filed with the Securities and Exchange Commission on April 28, 2010

Registration File No. 333-14061
811-05271

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	[	]
PRE-EFFECTIVE AMENDMENT NO.	[	]
POST-EFFECTIVE AMENDMENT NO. _19_	[ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940	[	]
AMENDMENT NO. ____127___	[ X ]
(Check appropriate box or boxes.)

Midland National Life Separate Account A

(Exact name of registrant)

MIDLAND NATIONAL LIFE INSURANCE COMPANY

(Name of depositor)

One Sammons Plaza
Sioux Falls, South Dakota 57193-9991
(Address of depositor’s principal executive offices)

Depositor’s Telephone Number, including Area Code: (605) 335-5700

Steve Horvat, Senior Vice President – Legal	Copy to:
Midland National Life Insurance Company	Frederick R. Bellamy, Esq.
One Sammons Plaza	Sutherland Asbill & Brennan LLP
Sioux Falls, South Dakota 57193-9991	1275 Pennsylvania Avenue, N.W.
(Name and address of agent for service)	Washington, DC 20004-2415

Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this registration statement.

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

£	immediately upon filing pursuant to paragraph (b)
x	on May 1, 2010 pursuant to paragraph (b)
£	60 days after filing pursuant to paragraph (a)(i)
£	on	pursuant to paragraph (a)(i) of Rule 485

If appropriate check the following box:
o	This post-effective amendment designates a new effective date for a previously filed post-
	effective amendment

Title of Securities Being Registered:
Foundation Variable Universal Life 1.1
Variable Universal Life 3
Variable Universal Life 4
Interests in Individual Flexible Premium Variable Life Insurance Policies

FOUNDATION VARIABLE UNIVERSAL LIFE 1.1

Flexible Premium Variable Universal Life Insurance Policy

Issued By:

Midland National Life Insurance Company

One Sammons Plaza · Sioux Falls, SD  57193

(605) 335-5700 (telephone) · (800) 272-1642 (toll-free telephone)

(605) 373-8557 (facsimile for transaction requests) · (605) 335-3621 (facsimile for administrative requests)

through the Midland National Life Separate Account A

Foundation Variable Universal Life 1.1 (the “policy”) is a life insurance policy issued by Midland National Life Insurance Company. The policy:

·provides insurance coverage with flexibility in death benefits and premiums;

·pays a death benefit if the Insured person dies while the policy is still inforce;

·can provide substantial policy fund  build-up on a tax-deferred basis. However, there is no guaranteed policy fund for amounts You allocate to the investment divisions. You bear the risk of poor investment performance for those amounts.

·lets You borrow against Your policy, withdraw part of the net cash surrender value, or completely surrender Your policy. There may be tax consequences to these transactions. Loans and withdrawals affect the policy fund, and may affect the death benefit.

The policy is no longer offered for sale.  Existing contract owners may continue to pay additional premiums to their policy.

You have a limited right to examine Your policy and return it to Us for a refund.  You may decide how much Your premiums will be and how often You wish to pay them, within limits. You may also increase or decrease the amount of insurance protection, within limits.

Depending on the amount of premiums paid, this may or may not be a Modified Endowment Contract(“MEC”). If it is a MEC, then loans and withdrawals may have more adverse tax consequences.

You may allocate Your policy fund to Our General Account and up to ten investment divisions.  Each division invests in a specified mutual fund portfolio.  The mutual fund portfolios are part of the following series funds or trusts:

1.AIM Variable Insurance Funds (Invesco Variable Insurance Funds),

2.Alger Portfolios,

3.American Century Variable Portfolios, Inc.,

4.Fidelity^® Variable Insurance Products,

5.Goldman Sachs Variable Insurance Trust,

6.Lord Abbett Series Fund, Inc.,

7.MFS^® Variable Insurance Trusts,

8.Neuberger Berman AMT Portfolios,

9.PIMCO Variable Insurance Trust,

10.ProFunds VP,

11.Van Eck VIP Trust, and

12.Vanguard^® Variable Insurance Funds

You can choose among the fifty-eight investment divisions listed on the following page. 

Your policy fund in the investment divisions will increase or decrease based on investment performance. You bear this risk.  You could lose the amount You invest and lose Your insurance coverage due to poor investment performance.  No one insures or guarantees the policy fund allocated to the investment divisions. Separate prospectuses describe the investment objectives, policies, and risks of the portfolios.

The Securities and Exchange Commission has not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

May 1, 2010

SEPARATE ACCOUNT INVESTMENT PORTFOLIOS

Alger Capital Appreciation Portfolio	Invesco V.I. Global Health Care Fund3
Alger Large Cap Growth Portfolio	Invesco V.I. International Growth Fund4
Alger Mid Cap Growth Portfolio	Lord Abbett Series Fund, Inc. Capital Structure Portfolio5
American Century VP Capital Appreciation Fund	Lord Abbett Series Fund, Inc. Growth and Income Portfolio
American Century VP International Fund	Lord Abbett Series Fund, Inc. International Opportunities Portfolio6
American Century VP Value Fund	Lord Abbett Series Fund, Inc. Mid-Cap Value Portfolio
Fidelity VIP Asset ManagerSM Portfolio	MFSâ VIT Growth Series
Fidelity VIP Asset Manager: Growthâ Portfolio	MFSâ VIT New Discovery Series
Fidelity VIP Balanced Portfolio	MFSâ VIT Research Series
Fidelity VIP Contrafundâ Portfolio	MFSâ VIT Total Return Series
Fidelity VIP Equity-Income Portfolio	MFSâ VIT Utilities Series
Fidelity VIP Freedom 2010 Portfolio	Neuberger Berman AMT Regency Portfolio
Fidelity VIP Freedom 2015 Portfolio	PIMCO VIT High Yield Portfolio
Fidelity VIP Freedom 2020 Portfolio	PIMCO VIT Real Return Portfolio
Fidelity VIP Freedom 2025 Portfolio	PIMCO VIT Total Return Portfolio
Fidelity VIP Freedom 2030 Portfolio	ProFund VP Japan
Fidelity VIP Freedom Income Portfolio	ProFund VP Oil & Gas
Fidelity VIP Growth & Income Portfolio	ProFund VP Small-Cap Value
Fidelity VIP Growth Opportunities Portfolio	ProFund VP Ultra Mid-Cap
Fidelity VIP Growth Portfolio	Van Eck VIP Global Hard Assets Fund7
Fidelity VIP High Income Portfolio	VanguardÒ VIF Balanced Portfolio
Fidelity VIP Index 500 Portfolio	VanguardÒ VIF High Yield Bond Portfolio
Fidelity VIP Investment Grade Bond Portfolio	VanguardÒ VIF International Portfolio
Fidelity VIP Mid Cap Portfolio	VanguardÒ VIF Mid-Cap Index Portfolio
Fidelity VIP Money Market Portfolio	VanguardÒ VIF REIT Index Portfolio
Fidelity VIP Overseas Portfolio	VanguardÒ VIF Short-Term Investment-Grade Portfolio
Goldman Sachs VIT Large Cap Value Fund1	VanguardÒ VIF Small Company Growth Portfolio
Goldman Sachs VIT Structured Small Cap Equity Fund	VanguardÒ VIF Total Bond Market Index Portfolio
Invesco V.I. Financial Services Fund2	VanguardÒ VIF Total Stock Market Index Portfolio

¹Formerly Goldman Sachs VIT Growth and Income Fund    ⁵Formerly Lord Abbett Series Fund, Inc. America’s Value

²Formerly AIM V.I. Financial Services Fund                     ⁶Formerly Lord Abbett Series Fund, Inc. International Portfolio

³Formerly AIM V.I. Global Health Care Fund                  ⁷Formerly Van Eck Worldwide Hard Assets Fund

⁴Formerly AIM V.I. International Growth Fund               

This prospectus generally describes only the variable portion of the policy, except where the General Account is specifically mentioned.

Buying this policy might not be a good way of replacing Your existing insurance or adding more insurance if You already own a flexible premium variable life insurance policy.

You should read this prospectus and the current prospectuses for the funds carefully and keep them for future reference. 

TABLE OF CONTENTS

Selecting an Asset Allocation Model

POLICY BENEFITS / RISKS SUMMARY

In this prospectus “Midland National”, “We”, “Our”, “Us”, and “Company” mean Midland National Life Insurance Company.  “You” and “Your” mean the owner of the policy. We refer to the person who is covered by the policy as the “Insured” or “Insured Person”, because the Insured person and the owner may not be the same.

There is a list of definitions at the end of this prospectus, explaining many words and phrases used here and in the actual insurance policy.  In this prospectus, these words and phrases are generally in bold face type.

This summary describes the policy’s important risks and benefits.  The detailed information appearing later in this prospectus further explains the following Policy Benefits/Risks Summary. This summary must be read along with that detailed information. Unless otherwise indicated, the description of the policy in this prospectus assumes that the policy is inforce and that there is no outstanding policy loan.

This prospectus generally describes policies issued after May 1, 2003 with respect to certain features (including the premium charge and cost of insurance deduction).  For information on how policies issued before May 1, 2003 are different, see Appendix A.

POLICY BENEFITS

Death Benefits

Foundation Variable Universal Life 1.1 is life insurance on the Insured person. If the policy is inforce, We will pay a death benefit when the Insured person dies. You can choose between two death benefit options:

·Option 1: death benefit equals the face amount of the insurance policy. This is sometimes called a “level” death benefit.

·Option 2: death benefit equals the face amount plus the policy fund. This is sometimes called a “variable” death benefit.

The death benefit may be even greater in some circumstances. See “Death Benefit” on page 25.

We deduct any policy debt and unpaid charges before paying any benefits. The beneficiary can take the death benefit in a lump sum or under a variety of payment plans.

You may change the death benefit option You have chosen. You may also increase or decrease the face amount of Your policy, within certain limits.

Flexible Premium Payments

You may pay premiums whenever and in whatever amount You want, within certain limits. We require an initial premium at issue which is at least equal to one month’s no lapse guarantee premium. The no-lapse guarantee premium is based on the policy’s face amount and the Insured person’s age, sex and underwriting class. We are not required to accept any premium and We currently reject any premium of less than $50.00.  However under current Company practice, if paid by monthly bank draft, We will accept a premium as low as $30.00.  See “Flexible Premium Payments” on page 28.

Asset Allocation Program  

We make an asset allocation service available at no additional charge for use within the policy.  The asset allocation program is designed to assist You in allocating Your net premium and policy fund among the investment choices available under the policy.  If You participate in the asset allocation program, then You must select one of the asset allocation model portfolios available under the policy; We will not make this decision.  See "Asset Allocation Program" on page 47.  There is no guarantee that a model portfolio in the asset allocation program will not lose money or experience volatility.

No Lapse Guarantee Premium

During the no lapse guarantee period (including the period of time provided by an in-force No Lapse Guarantee Option), Your policy will remain inforce as long as You meet the applicable no lapse guarantee premium requirements (including those required under an in-force No Lapse Guarantee Option).  See “Premium Provisions During The No Lapse Guarantee Period.”  on page 29.

Benefits of the Policy Fund

·Withdrawing Money from Your Policy Fund.  You may make a partial withdrawal from Your policy fund. The current minimum withdrawal amount is $200.  The maximum partial withdrawal You can make is 50% of Your net cash surrender value (the policy fund minus any surrender charge and minus any policy debt) in the first policy year and 90% of Your net cash surrender value in subsequent policy years.  See “Withdrawing Money From Your Policy Fund” on page 60.  There may be tax consequences for making a partial withdrawal.  See “Tax Effects” on page 68.

·Surrendering Your Policy.  You can surrender Your policy for cash and then We will pay You the net cash surrender value (the policy fund minus any surrender charge and minus any policy debt).  There may be tax consequences for surrendering Your policy.  See “Surrendering Your Policy” on page 61.  See “Tax Effects” on page 68.

·Policy Loans.  You may borrow up to 92% of Your cash surrender value (the policy fund less the surrender charge) minus any policy debt. Your policy will be the sole security for the loan. Your policy states a minimum loan amount, usually $200.  See “Policy Loans” on page 58.  Policy loan interest is not tax deductible on policies owned by an individual.  There may be federal tax consequences for taking a policy loan. See “Tax Effects” on page 68.

·Transfers of Policy Fund.  You may transfer Your policy fund among the investment divisions and between the General Account and the various investment divisions.  Currently, We allow an unlimited number of free transfers. We reserve the right to charge a $25 fee for each transfer after the 12^th in a policy year.  We reserve the right to eliminate and/or severely restrict the transfer privilege in any manner We deem appropriate for some, all or specific policy owners.  There are additional limitations on transfers to and from the General Account. See “Transfer Of Policy Fund” on page 53 and “Transfer Limitations” on page 40.

·Dollar Cost Averaging (“DCA”).  The DCA program enables You to make scheduled monthly transfers of a predetermined dollar amount from the DCA source account (any investment division or the General Account) into one or more of the investment divisions.  The minimum monthly amount to be transferred using DCA is $200.  See “Dollar Cost Averaging” on page 56.

·Enhanced Dollar Cost Averaging (“EDCA”).  By current Company practice, on monies allocated into the EDCA program during the first four policy months, We will pay an effective annual interest rate of 10% on Your declining balance in the General Account until the end of the first policy year.  See “Enhanced Dollar Cost Averaging” on page 57.

·Portfolio Rebalancing.  The Portfolio Rebalancing Option allows policyowners, who are not participating in a DCA program, to have Us automatically reset the percentage of policy fund allocated to each investment division to a pre-set level.  At each policy anniversary, We will transfer amounts needed to “balance” the policy fund to the specified percentages selected by You.  See “Portfolio Rebalancing” on page 57.

·Automatic Distribution Option.  You can elect to receive automatic distributions of Your net cash surrender value on a monthly, quarterly, semi-annual or annual basis by filling out one form, and We will automatically process the necessary withdrawals and loans.  See “Automatic Distribution Option” on page 58.

Tax Benefits

We intend for the policy to satisfy the definition of life insurance under the Internal Revenue Code.  Therefore, the death benefit generally should be excludable from the gross income of its recipient.  Similarly, You should not be deemed to be in constructive receipt of the policy value (the policy fund), and therefore should not be taxed on increases in the policy fund until You take out a loan or withdrawal, surrender the policy, or We pay the maturity benefit.  In addition, transfers of policy funds(among the investment divisions and between the General Account and the various investment divisions) are not taxable transactions.

See “Tax Risks” on page 12 and “Tax Effects” on page 68.  You should consult with and rely on a qualified tax advisor for assistance in all policy related tax matters.

Additional Benefits

Your policy may have one or more supplemental benefits that are options or attached by rider to the policy.  Each benefit is subject to its own requirements as to eligibility and additional cost.  The additional benefits that may be available to You are:

Accelerated Benefit Rider – Chronic Illness	Enhanced Dollar Cost Averaging
Accelerated Benefit Rider – Terminal Illness	Extended Maturity Option
Accidental Death Benefit Rider	Family Insurance Rider*
Additional Insured Rider	Flexible Disability Benefit Rider*
Additional No Lapse Guarantee Option Rider*	Flexible Disability Benefit Rider 2
Automatic Benefit Increase Provision Rider	Guaranteed Insurability Rider
Benefit Extension Rider	Living Needs Rider**
Children’s Insurance Rider*	Waiver of Charges Rider
Children’s Insurance Rider 2

                *No longer available for issue on new or inforce policies.

                **No longer available on new policies.

Some of these benefits may have tax consequences and there are usually extra charges for them.  Please consult Your tax advisor before selecting or exercising an additional benefit.

Your Right To Examine This Policy

For a limited period of time, as specified in Your policy, You have a right to return Your policy for a refund.  See “YOUR RIGHT TO EXAMINE THIS POLICY” on page 74.

POLICY RISKS

Investment Risk

Your policy fund in the investment divisions will increase or decrease based on investment performance of the underlying portfolios. You bear this risk. We deduct fees and charges from Your policy fund, which can significantly reduce Your policy fund.  During times of poor investment performance, the deduction of fees and charges based on the net amount at risk will have an even greater negative impact on Your policy fund. If You allocated net premium to the General Account, then We will credit Your policy fund in the General Accountwith a declared rate of interest.  You assume the risk that the interest rate on the General Account may decrease, although it will never be lower then than a guaranteed minimum annual effective rate of 3.5%.  No one insures or guarantees the policy fund allocated to the investment divisions. Separate prospectuses describe the investment objectives, policies, and risks of the portfolios. You should purchase the policy only if You have the financial ability to keep it inforce for a substantial period of time.  You should not purchase the policy if You intend to surrender all or part of the policy value in the near future.

This policy is not suitable as a short-term investment.

Surrender Charge Risk

If You surrender Your policy for its net cash surrender value or let Your policy lapse during the surrender charge period prior to the 15^th policy year after the date of issue or an increase in face amount, We will deduct a surrender charge. It is possible that You will receive no net cash surrender value, especially if You surrender Your policy in the first few policy years.  See “Surrender Charge” on page 22.Taxes and a tax penalty may apply.  See “Tax Effects” on page 68.

Withdrawing Money

Withdrawals will reduce Your policy fund.  Withdrawals, especially those taken during periods of poor investment performance, could considerably reduce or eliminate some benefits or guarantees of the policy. 

We  will deduct a withdrawal charge if You make more than one withdrawal in any given policy year.  The maximum partial withdrawal You can make during the first policy year is 50% of the net cash surrender value; in any policy year thereafter it is 90% of the net cash surrender value. Taxes and a tax penalty may apply.  See “Tax Effects” on page 68.

Risk of Lapse

Your policy can lapse if the net cash surrender value is not sufficient to pay the monthly deductions.

·Planned Premium.  You choose a planned periodic premium. Butpayment of the planned premiums may not ensure that Your policy will remain inforce.  Additional premiums may be required to keep Your policy from lapsing.  You need not pay premiums according to the planned schedule.  Whether Your policy lapses or remains inforce can depend on the amount of Your policy fund  (less any policy debt and surrender charge). The policy fund, in turn, depends on the investment performance of the investment divisions You select. (The policy fund also depends on the premiums You pay and the charges We deduct.) However, You can ensure that Your policy stays inforce during the no lapse guarantee period by paying premiums equal to those required to meet the no lapse guarantee premium amount requirements described in “Premium Provisions During The No Lapse Guarantee Period.” on page 29.

Nevertheless, the policy can lapse (1) during the no lapse guarantee period if You do not meet the no lapse guarantee premium requirements and (2) after the no lapse guarantee period no matter how much You pay in premiums, if the net cash surrender value is insufficient to pay the monthly deductions (subject to the grace period). See “YOUR POLICY CAN LAPSE” on page 76.  Taxes and a tax penalty may apply.

·Policy Loans.  Your loan may affect whether Your policy remains inforce. Your policy may lapse because the loaned amount cannot be used to cover the monthly deductions that are taken .  If Your loan lowers the value of Your policy fund to a point where the monthly deductions are greater than Your policy’s net cash surrender value, then the policy’s lapse provision may apply.   For more details see “Policy Loans” on page 58.  Taxes and a tax penalty may apply.

·Surrender Charge Period.  If You allow Your policy to lapse during the surrender charge period, We will deduct a surrender charge.

Loan Risks

Taking a policy loan will have a permanent effect on Your policy fund and benefits under Your policy.  A policy loan will reduce the death benefit proceeds or any benefit paid on the maturity date (i.e., the policy anniversary after the Insured person's 120^th birthday), and the net cash surrender value of Your policy.  Taking a policy loan also may make your policy more susceptible to lapse, and may have tax consequences.  See "Policy Loans" on page 58 and "Tax Effects" on page 68.

Tax Risks

In order to qualify as a life insurance policy for federal income tax purposes and to receive the tax treatment normally accorded life insurance policies under federal tax law, a policy must satisfy certain requirements which are set forth in the Internal Revenue Code.  Guidance as to how these requirements are to be applied is limited.  Nevertheless, We believe that a policy issued on a standard rate class basis should satisfy the applicable requirements.  There is less guidance, however, with respect to policies issued on a substandard basis and it is not clear whether such policies will in all cases satisfy the applicable requirements particularly if You pay the full amount of premiums under the policy.

Depending on the total amount of premiums You pay, the policy may be treated as a modified endowment contract under federal tax laws.  If a policy is treated as a modified endowment contract, then surrenders, withdrawals, and loans under the policy will be taxable as ordinary income to the extent there are earnings in the policy.  In addition, a 10% penalty tax may be imposed on surrenders, withdrawals, and loans taken before You reach age 59 ½.  If the policy is not a modified endowment contract, then distributions generally will be treated first as a return of basis or investment in the policy and then as taxable income.  Moreover, loans will generally not be treated as distributions.  Finally, neither distributions nor loans from a policy that is not a modified endowment contract are subject to the 10% penalty tax. 

This policy may be purchased with the intention of accumulating cash value on a tax-free basis for some period (such as,until retirement) and then periodically borrowing from the policy without allowing the policy to lapse.  The aim of this strategy is to continue borrowing from the policy until its contract value (i.e., the policy fund) is just enough to pay off the policy loans that have been taken out and then relying on the Benefit Extension Rider to keep the policy in force until the death of the Insured.  Anyone contemplating taking advantage of this strategy should be aware that it involves several risks.  First, if the death benefit under the Benefit Extension Rider is lower than the policy’s original death benefit, then the policy might become a MEC which could result in a significant tax liability attributable to the balance of any policy debt.  Second, this strategy will fail to achieve its goal if the policy is a MEC or becomes a MEC after the periodic borrowing begins.  Third, this strategy has not been ruled on by the Internal Revenue Service (the “IRS”) or the courts and it may be subject to challenge by the IRS, since it is possible that loans under this policy may be treated as taxable distributions when the rider causes the policy to be converted to a fixed policy.  In that event, assuming policy loans have not already been subject to tax as distributions, a significant tax liability could arise.  Anyone considering using the policy as a source of tax-free income by taking out policy loans should, before purchasing the policy, consult with and rely on a competent tax advisor about the tax risks inherent in such a strategy.

See “Tax Effects” on page 68.  You should consult a qualified tax advisor for assistance in all policy-related tax matters.

Risk of Increases in Charges

Certain fees and charges assessed against the policy are currently at levels below the guaranteed maximum levels.  We may increase these fees and charges up to the guaranteed maximum level.  If fees and charges are increased, the risk that the policy will lapse increases and You may have to increase the premiums to keep the policy inforce.

Portfolio Risks

A comprehensive discussion of the risks of each portfolio may be found in each portfolio’s prospectus.  Please refer to the portfolios’ prospectuses for more information.

There is no assurance that any portfolio will achieve its stated investment objective.

Fee Table

The following tables describe the fees and expenses that You will pay when buying, owning, and surrendering the policy.  The first table describes the fees and expenses that You will pay at the time You make premium payments, take cash withdrawals, surrender the policy, exercise certain riders or transfer policy funds between investment divisions.

Transaction Fees
Charge	When Charge Is Deducted	Amount Deductedi
		Maximum Guaranteed Charge	Current Charge
Premium Loads
Premium Charge The current charge is lower (as shown) if the initial specified face amount of insurance is $1,000,000 or greaterii	Upon receipt of a premium payment.	6.5% of each premium payment in all policy years.	If the initial face amount of insurance is less than  $1,000,000, it is 6.5% of each premium payment received in policy years 1 through 15.  Otherwise, it is 6.0% of each premium payment received in policy years 1-15 .
Civil Service Allotment Service Charge	Upon receipt of a premium payment where Civil Service Allotment is chosen.	$0.46 from each bi-weekly premium payment.	$0.46 from each bi-weekly premium payment.
Surrender Chargeiii (Deferred Sales Charge) Minimum and Maximum	At the time of surrender or lapse that occurs (a) during the first 15 policy years, or (b) during the first 15 policy years following any increase in face amount.	$11.70 up to $52.50 in the first policy year per $1,000 of face amount.iv	$11.70 up to $52.50 in the first policy year per $1,000 of face amount.iv
Charge for a male Insured issue age 35 in the nonsmoker premium class in the first policy year		$19.00 per $1,000 of face amount.	$19.00 per $1,000 of face amount.
Partial Withdrawal Charge	Upon partial withdrawal.	Lesser of $25 or 2% of amount withdrawn on any withdrawal after the first one in any policy year.	Lesser of $25 or 2% of the amount withdrawn on any withdrawal after the first one in any policy year.
Transfer Fees	Upon transfer of any money from the investment divisions or the General Account.	$25 on each transfer after the 12th transfer in any one policy year.	$0 on all transfers.
Additional BenefitsCharges
Accelerated Benefit Rider– Chronic Illness	At the time a benefit is paid out.	$200.00	$200.00
Accelerated Benefit Rider– Terminal Illness	At the time a benefit is paid out.	$200.00	$200.00
Living Needs Rider**	At the time a benefit is paid out.	$500.00	$200.00v

The next table describes the fees and expenses that You will pay periodically during the time that You own the policy, not including mutual fund portfolio fees and expenses.

Periodic Fees Related to Owning the Policy Other than Portfolio Operating Expenses
Charge		When Charge Is Deducted	Amount Deductedi
			Maximum Guaranteed Charge	Current Charge
Cost of Insurance Deductionvi Minimum and Maximum		On the policy date and on every monthly anniversary.	$0.06 up to $83.33 per $1,000 of net amount at riskvii  per month.	If the initial face amount is less than or equal to $99,999 –the charges vary from  $0.05 up to $34.62 per $1,000 of net amount at risk per month. If the initial face amount is greater than or equal to $100,000 but less than or equal to $999,999 the charges vary from  $0.05 up to $27.70 per $1,000 of net amount at risk per month
				If the initial face amount is greater than or equal to $1,000,000 the charges vary from $0.05 up to $26.65 per $1,000 of net amount at risk per month.
Charges for a male Insured issue age 35 in the nonsmoker premium class in the first policy year with an initial face amount of $200,000			$0.14 per $1,000 of net amount at risk per month.	$0.12 per $1,000 of net amount at risk per month.
Expense Charge		On the policy date and on every monthly anniversary.	$7 per month in all policy years.	$7 per month in policy years 1 through 15 and $4 per month thereafter.
Mortality and Expense Risk Charge		On each day the policy remains inforce.	Annual rate of 0.90% of the policy Separate Account assets in policy years 1-10 and 0.10% thereafter.	Annual rate of 0.90% of the policy Separate Account assets in policy years 1 – 10 and 0.10% thereafter.
Loan Interest Spreadviii		On policy anniversary or earlier, as applicable.ix	4.50% (annually) in policy years 1-5; 0.00% (annually) thereafter. viii	2.00% (annually) in policy years 1-5; 0.00% (annually) thereafter. viii
Additional BenefitsChargesx
	Accidental Death Benefit Rider Minimum and Maximum	On rider date and each monthly anniversary thereafter.	$0.03 up to $0.09 per month per $1,000 of Accidental Death Benefit selected.	$0.03 up to $0.09 per month per $1,000 of Accidental Death Benefit selected.
	Charge for a male Insured attained age 35 in the nonsmoker premium class in the first policy year following the rider date		$0.07 per month per $1,000 of Accidental Death Benefit.	$0.07 per month per $1,000 of Accidental Death Benefit.
Additional Insured Rider Minimum and Maximum		On rider date and each monthly anniversary thereafter.	$0.16 up to $83.33 per month per $1,000 of Additional Insured Rider death benefit selected.	$0.09 up to $20.93 per month per $1,000 of Additional Insured Rider death benefit selected.
Charge for a female Insured attained age 35 in the nonsmoker premium class in the first policy year following the rider date.			$0.31 per month per $1,000 of Additional Insured Rider death benefit.	$0.215 per month per $1,000 of Additional Insured Rider death benefit.
Additional No Lapse Guarantee Option Rider*		Not Applicable	None	None
Children's Insurance Rider*		On rider date and each monthly anniversary thereafter.	$0.52 per month per $1,000 of Children's Insurance benefit.xi	$0.52 per month per $1,000 of Children's Insurance benefit.
Children's Insurance Rider 2		On rider date and each monthly anniversary thereafter.	$0.50 per month per $1,000 of Children's Insurance benefit.xii	$0.50 per month per $1,000 of Children's Insurance benefit.
Family Insurance Rider*		On rider date and each monthly anniversary thereafter.	$1.72 per month per unit of Family Insurance Rider.xiii	$1.72 per month per unit of Family Insurance Rider.
Flexible Disability Benefit Rider Minimum and Maximum Charge for a male insured issue age 40 in the nonsmoker premium class		On rider date and each monthly anniversary thereafter until the policy anniversary on which the Insured reaches attained age 60	$0.21 up to $0.50 per month per $10 of monthly benefit $0.33 per month per $10 of monthly benefit	$0.21 up to $0.80 per month per $10 of monthly benefit $0.33 per month per $10 of monthly benefit
Flexible Disability Benefit Rider 2 Minimum and Maximum		On rider date and each monthly anniversary thereafter until the policy anniversary on which the Insured reaches attained age 60.	$0.27 up to $0.80 per month per $10 of monthly benefit.	$0.27 up to $0.80 per month per $10 of monthly benefit.
Charge for a male Insured issue age 35 in the nonsmoker premium class.			$0.40 per month per $10 of monthly benefit.	$0.40 per month per $10 of monthly benefit.
Guaranteed Insurability Rider Minimum and Maximum		On rider date and each monthly anniversary thereafter.	$0.05 up to $0.17 per month per $1,000 of Guaranteed Insurability benefit elected.	$0.05 up to $0.17 per month per $1,000 of Guaranteed Insurability benefit elected.
Charge for a male Insured issue age 30 in the nonsmoker premium class			$0.13 per month per unit of Guaranteed Insurability Rider.	$0.13 per month per unit of Guaranteed Insurability Rider.
Waiver of Charges Rider Minimum and Maximum		On rider date and each monthly anniversary thereafter.	$0.01 up to $0.12 per month per $1,000 of face amount.	$0.01 up to $0.12 per month per $1,000 of face amount.
Charge for a male Insured issue age 35 in the nonsmoker premium class in the first policy year			$0.01 per month per $1,000 of face amount.	$0.01 per month per $1,000 of face amount.

i Some of these charges are rounded off in the accordance with regulations of the U.S. Securities and Exchange Commission.  Actual charges may be somewhat higher or lower.

ⁱⁱ The premium charge percentage is based on the initial specified face amount at the time of issue and does not increase or decrease if there is a subsequent change in the face amount of the policy.

ⁱⁱⁱ The surrender charge varies based upon the sex, issue age, and rating class of the Insured person on the issue date.  The surrender charges shown in the table may not be representative of the charges that You will pay.  Your policy’s data page will indicate the surrender charge applicable to Your policy.  For more detailed information concerning Your surrender charges, please contact Our Executive Office.

i^v These charges decrease gradually in policy years 2 through 15 to $0.00 for policy years 16 and thereafter.  An increase in face amount establishes a new surrender charge schedule for the amount of the increase in face amount based upon the sex, attained age and rating class at the time the face amount increase becomes effective.

^v Currently, We charge an administrative fee of $200 at the time benefits are paid from this rider. We reserve the right to increase this fee.

^vi The cost of insurance rate varies based upon a number of factors, including, but not limited to, the sex, attained age, and rating class of the Insured person at the time of the charge.  The cost of insurance deductions shown in the table may not be representative of the charges that You will pay.  Your policy’s data page will indicate the cost of insurance deduction applicable to Your policy.  For more detailed information concerning Your cost of insurance deductions, please contact Our Executive Office. We may place an Insured in a substandard underwriting class with ratings that reflect higher mortality risks and that result in a higher cost of insurance deduction.

^vii As of any monthly anniversary, the net amount at risk is the death benefit less the policy fund  (after all deductions for that monthly anniversary, except the cost of insurance deduction).

^viii The Loan Interest Spread is the difference between the amount of interest We charge You for a loan (guaranteed not to exceed a maximum of 8.00% annually) and the amount of interest We credit to the amount in Your loan account (which is 3.50% annually).

^ix While a policy loan is outstanding, loan interest is charged in arrears on each policy anniversary or, if earlier, on the date of loan repayment, policy lapse, surrender, policy termination, or the Insured’s death. 

^x Charges for these riders may vary based on the policy duration, Insured’s issue or attained age, sex, risk class, and benefit amount.  Charges based on attained age may increase as the Insured ages.  The rider charges shown in the table may not be typical of the charges You will pay.  Your policy’s specification page will indicate the rider charges applicable to Your policy, and more detailed information concerning these rider charges is available upon request from Our Executive Office.

xi Regardless of the number of children or their age, up to age 21.

^xii Regardless of the number of children or their age, up to age 18.

xiiⁱ Regardless of the number of children or their age, up to age 21, or the age of the spouse.  A unit of coverage provides for a decreasing term insurance benefit for the spouse that is shown in the rider form You receive with Your policy as well as $1,000 of term insurance for each of the Insured’s children.

*No longer available for issue on new or inforce policies.

**No longer available on new policies

The next item shows the lowest and highest total operating expenses deducted from portfolio assets (before waiver or reimbursement) during the fiscal year ended December 31, 2009.Expenses of the portfolios may be higher or lower in the future.  More detail concerning each portfolio’s fees and expenses is contained in the prospectus for each portfolio.

Total Annual Portfolio Operating Expenses:

	Lowest		Highest
Total Annual Portfolio Operating Expenses1 (total of all expenses that are deducted from portfolio assets, including management fees, distribution or service fees (12b-1 fees), and other expenses)	0.10%	-	2.03%

¹ The portfolio expenses used to prepare this table were provided to Midland National Life by the funds or their fund managers.  Midland National Life has not independently verified such information.  The expenses reflect those incurred as of December 31, 2009.  Current or future expenses may be greater or less than those shown.

These fees and expenses are paid out of the assets of the portfolio companies.  A comprehensive discussion of the risks, charges and expenses of each portfolio company may be found in the portfolio company’s prospectus.  You can obtain a current copy of the portfolio companies’ prospectuses by contacting to Us at:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD 57193

Phone: (800) 272-1642

Fax: (605) 335-3621

For information concerning compensation paid for the sale of the policies, see “DISTRIBUTION OF THE POLICIES” on page 83.

Summary OF FOUNDATION VARIABLE UNIVERSAL LIFE 1.1

DEATH BENEFIT OPTIONS

Foundation Variable Universal Life 1.1 provides life insurance on the Insured person. If the policy is inforce We will pay a death benefit when the Insured person dies. You can choose between two death benefit options:

·Option 1: death benefit equals the face amount of the insurance policy. This is sometimes called a “level” death benefit.

·Option 2: death benefit equals the face amount plus the policy fund. This is sometimes called a “variable” death benefit.

The death benefit may be even greater in some circumstances. See “Death Benefit” on page 25. 

We deduct any policy debt and unpaid charges before paying any benefits. The beneficiary can take the death benefit in a lump sum or under a variety of payment plans.

The minimum face amount is generally $50,000. However, for:

·Insured persons, age 0 to 14 at issue, the minimum face amount is $25,000;

·Insured persons, age 20 to 44 at issue who are in the preferred plus non-smoker, preferred non-smoker or the preferred smoker classes, the minimum face amount is $100,000.

You may change the death benefit option You have chosen. You may also increase or decrease the face amount of Your policy, within limits.

FLEXIBLE PREMIUM PAYMENTS

You may pay premiums whenever and in whatever amount You want, within certain limits. We require an initial premium at issue which is at least equal to one month’s no lapse guarantee premium. The no-lapse guarantee premium is based on the policy’s face amount and the Insured person’s age, sex and underwriting class. We are not required to accept any premium and We currently reject any premium of less than $50.00.  However under current Company practice, if paid by monthly bank draft, We will accept a premium as low as $30.00.

You choose a planned periodic premium. Butpayment of the planned premiums may not ensure that Your policy will remain inforce. Additional premiums may be required to keep Your policy from lapsing. You need not pay premiums according to the planned schedule. Whether Your policy lapses or remains inforce can depend on the amount of Your policy fund  (less any policy debt and surrender charge). The policy fund, in turn, depends on the investment performance of the investment divisions You select. (The policy fund also depends on the premiums You pay and the charges We deduct.) However, You can ensure that Your policy stays inforce during the no lapse guarantee period by paying premiums at least equal to those required to meet the accumulated no lapse guarantee premium requirements described in “Premium Provisions During The No Lapse Guarantee Period.” on page 29.

INVESTMENT CHOICES  

You may allocate Your policy fund to up to ten of the fifty-eight investment divisions.

You bear the complete investment risk for all amounts allocated to any of these investment divisions. For more information, see “The Funds” on page 40. You may also allocate Your policy fund to Our General Account, where We guarantee the safety of principal and a minimum interest rate. See the “THE GENERAL ACCOUNT” on page 61.

YOUR POLICY FUND

Your policy fund begins with Your first premium payment. From Your premium We deduct a premium charge, any applicable service charge, and the first monthly deduction as described in the “Deductions From Your Premiums” section on page 62 and “Monthly Deduction From Your Policy Fund” on page 63. The balance of the premium is Your beginning policy fund.

Your policy fund reflects:

·the amount and frequency of premium payments,

·deductions for the cost of insurance, additional benefits and other charges,

·the investment performance of Your chosen investment divisions,

·interest earned on amounts allocated to the General Account,

·the impact of loans, and

·the impact of partial withdrawals.

There is no guaranteed policy fund for amounts allocated to the investment divisions.  See “The Policy Fund” on page 50.

Transfers

You may transfer Your policy fund among the investment divisions and between the General Account and the various investment divisions. We require a minimum amount for each transfer, usually $200. Currently, We allow an unlimited number of free transfers. We reserve the right to charge a $25 fee after the 12^th transfer in a policy year. There are additional limitations on transfers to and from the General Account. See “Transfer Of Policy Fund” on page 53.  Completed transfer requests received at Our Executive Office in good orderbefore the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed transfer request after the close of regular trading on the New York Stock Exchange, We will process the transfer request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange.  We reserve the right to eliminate and/or severely restrict the transfer privilege in any manner We deem appropriate for some, all or specific policy owners. 

Policy Loans

You may borrow up to 92% of Your net cash surrender value (the policy fund less the surrender charge minus any policy debt). Your policy will be the sole security for the loan. Your policy states a minimum loan amount, usually $200. Policy loan interest accrues daily at an annual adjusted rate. See “Policy Loans” on page 58. Policy loan interest is not tax deductible on policies owned by an individual. There may be federal tax consequences for taking a policy loan. See “Tax Effects” on page 68.

If You use a third party registered investment adviser in connection with allocations among the investment divisions, You can request that We take loans from Your policy to pay the advisory fees provided We have received documentation in good orderfrom You and Your adviser.  This does not constitute Us providing investment advice.  Before taking a policy loan, You should consult a tax advisor to consider the tax consequences of a loan on Your life insurance policy.  See “Tax Effects” on page 68.

Withdrawing Money

You may make a partial withdrawal from Your policy fund. The current minimum withdrawal amount is $200. The maximum partial withdrawal You can make in the first policy year is 50% of Your net cash surrender value; thereafter it is 90% of the net cash surrender value. The net cash surrender value is the policy fund minus any surrender charge minus any policy debt. Withdrawals are subject to other requirements. If You make more than one withdrawal in a policy year, then We deduct a service charge (no more than $25) for each subsequent withdrawal. See “Withdrawing Money From Your Policy Fund” on page 60. Withdrawals could considerably reduce or eliminate some benefits or guarantees of the policy.  Withdrawals and surrenders may have negative tax effects. See “Tax Effects” on page 68.  Completed partial withdrawal requests received in good order at Our Executive Office before the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed partial withdrawal request after the close of regular trading on the New York Stock Exchange, We will process the partial withdrawal request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange.  Withdrawals are effected at unit values determined at the close of business on the day the withdrawal takes effect.

Surrendering Your Policy

You can surrender Your policy for cash and then We will pay You the net cash surrender value. A surrender charge will be deducted if You surrender Your policy or allow it to lapse during the surrender charge period.  It is possible that You will receive no net cash surrender value if you surrender Your policy, especially in the first few policy years. See “Surrendering Your Policy” on page 61. Taxes and a tax penalty may apply. See “Tax Effects” on page 68.

Completed surrender requests received in good order at Our Executive Office before the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed surrender request after the close of regular trading on the New York Stock Exchange, We will process the surrender request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange.

DEDUCTIONS AND CHARGES

Deductions From Your Premiums

For most policies We deduct a 6.5% premium charge from each premium payment (the charge is 6.0% for policies issued after May 1, 2003 with an initial face amount of insurance of $1,000,000 or more).  The premium charge is based on the initial face amount at the time of issue and does not increase or decrease if there is a subsequent change in the face amount of the policy.  Currently, We intend to eliminate this premium charge after 15 policy years. (This elimination is not guaranteed.) This charge partially reimburses Us for the selling and distribution costs of this policy and for premium taxes We pay. If You elect to pay premiums by Civil Service Allotment, We also deduct a 46¢ (forty-six cents) service charge from each bi-weekly premium payment. See “Deductions From Your Premiums” on page 62.

Deductions From Your Policy Fund

Certain amounts are deducted from Your policy fund monthly.  These are:

·an expense charge of $7.00. We currently intend to reduce this charge to $4.00 after the 15^th policy year (This reduction is not guaranteed.)

·a cost of insurance deduction. The amount of this charge is based on a number of factors, including, but not limited to, the Insured person’s attained age, sex, risk class, and the amount of insurance under Your policy; and

·charges for additional benefits.

In addition, We can deduct fees when You make:

·a partial withdrawal of net cash surrender value more than once in a policy year; or

·more than twelve transfers a year between investment divisions (We currently waive this charge.) See “Monthly Deduction From Your Policy Fund” on page 63.

We also deduct a daily charge at an annual rate of 0.90% of the assets in every investment division. We reduce this charge to 0.10% after the 11^th policy year. This charge is for certain mortality and expense risks.

Surrender Charge

We deduct a surrender charge only if You surrender Your policy for its net cash surrender value or let Your policy lapse during the surrender charge period (this period is the earlier of 15 policy years or attained age 95). If You increase Your face amount after Your policy is issued, then a new 15 year surrender charge period will apply to the amount of the increase.  If You keep this policy inforce for longer than the surrender charge period, then You will not incur a surrender charge.

The surrender charge varies by the issue age, sex and class of the Insured at the time of issue. The per $1,000 of face amountsurrender charge is highest in the first year of Your policy and decreases to $0.00 after the end of the surrender charge period (this period is the earlier of (a) 15 policy years after the date of issue or an increase in face amount or (b) attained age 95). For example, a male with an issue age of 35 and a class of preferred nonsmoker will have a first year surrender charge of $18.05 per $1,000 of face amount, but a male issue age 65 and a class of preferred nonsmoker will have a first year surrender charge of $47.50 per $1,000 of face amount. The maximum first year surrender charge for all issue ages, sexes, and classes is $52.50 per $1,000 of face amount. The $52.50 per $1,000 of face amountsurrender charge occurs for males issued at a smoker class with issue ages at 63 or older.

The surrender charge at the time of surrender is determined by multiplying the surrender charge listed in Your policy form, for the appropriate policy year, times the appropriate face amount of insurance and dividing by 1,000. If You decrease Your face amount after Your policy is issued, the surrender charge will not change. If You increase Your face amount after Your policy is issued, We will send You an endorsement, which specifies a new surrender charge and a new 15 year surrender charge period for the amount of the increase. See “Surrender Charge” on page 66 for a full description of how the new surrender charges are determined for a face amount increase and for examples of the surrender charges for various issue ages, sexes and classes.

ADDITIONAL INFORMATION ABOUT THE POLICIES

Your Policy Can Lapse

Your policy remains inforce if the net cash surrender value can pay the monthly deductions. In addition, during the no lapse guarantee period (including the period of time provided by an in-force No Lapse Guarantee Option), Your policy will remain inforce as long as You meet the applicable no lapse guarantee premium requirements (including those required under an in-force No Lapse Guarantee Option). However, the policy can lapse (1) during the no lapse guarantee period if You do not meet the no lapse guarantee premium requirements and (2) after the no lapse guarantee period no matter how much You pay in premiums, if the net cash surrender value is insufficient to pay the monthly deductions (subject to the grace period). See “YOUR POLICY CAN LAPSE” on page 76.

Correspondence and Inquiries

You can write to Us at Our Executive Office to pay premiums, send correspondence or take any other action such as transfers between investment divisions, or changes in face amount, regarding Your policy. Our Executive Office is located at:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD 57193

(800) 272-1642

You also may send correspondence and transaction requests to Us by facsimile to Our Executive Office.   If You are submitting an administrative request, please fax it to (605) 335-3621.  Any administrative requests sent to another number or address may not be considered received in Our Executive Office and will not receive that day’s price.  Some examples of administrative requests would be:

·Ownership changes

·Beneficiary changes

·Collateral Assignments

·Address changes

·Request for general policy information

·Adding or Canceling Riders or Additional Benefits

If You are submitting a transaction request, please fax it to (605) 373-8557.  Any transaction requests sent to another number or address may not be considered received in Our Executive Office and will not receive that day’s price.  Some examples of transaction requests would be:

·Partial Withdrawals

·Loan/Surrender requests

·Transfers among funds

·Fund or General Account additions/deletions

·Premium allocation changes

·Monthly deduction changes

·Dollar Cost Averaging set-up

·Portfolio rebalancing set-up

The procedures We follow for facsimile requests include a written confirmation sent directly to You following any transaction request. We may record all telephone requests. We will employ reasonable procedures to confirm that instructions communicated by telephone or facsimile are genuine. The procedures We follow for transactions initiated by telephone may include requirements that callers identify themselves and the policy owner by name, social security number, date of birth of the owner or the Insured, or other identifying information. We only allow certain transaction requests to be made with a telephone request.  Partial withdrawal, surrender and loan requests must be in good order, and may be made in writing or by facsimile to Our Executive Office.  Facsimile and telephone correspondence and transaction requests may not always be available. Facsimile and telephone systems can experience outages or slowdowns for a

variety of reasons.  These outages or slowdowns may prevent or delay Our receipt of Your request.  If You are experiencing problems, You should make Your correspondence and transaction request in writing.  There are risks associated with requests made by facsimile or telephone when the original request is not sent to Our Executive Office. You bear these risks.  Accordingly, We disclaim any liability for losses resulting from allegedly unauthorized facsimile or telephone requests that We believe are genuine.

State Variations

Certain provisions of the policies may be different than the general description in the prospectus, and certain riders and options may not be available, because of legal restrictions in Your state. See Your policy for specific variations since any such variations will be included in Your policy or in riders or endorsements attached to Your policy. See Your agent or contact Our Executive Office for additional information that may be applicable to Your state.

Tax-Free “Section 1035” Exchanges

You can generally exchange one life insurance policy for another in a “tax-free exchange” under Section 1035 of the Internal Revenue Code. Before making an exchange, You should compare both policies carefully. Remember that if You exchange another policy for the one described in this prospectus, You might have to pay a surrender charge and income taxes, including a possible penalty tax, on Your old policy, and there will be a new surrender charge period for this policy and other charges may be higher (or lower) and the benefits may be different. You should not exchange another policy 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 policy (that person will generally earn a commission if You buy this policy through an exchange or otherwise).  If You purchase the policy in exchange for an existing life insurance policy from another company, We may not receive Your premium payment from the other company for a substantial period of time after You sign the application and send it to Us, and We cannot credit Your premium to the policy until We receive it. You should consult with and rely on a tax advisor if you are considering a policy exchange.    See “Tax Effects” on page 68.

Detailed information about foundation VUL 1.1

INSURANCE FEATURES

This prospectus describes Our Foundation Variable Universal Life 1.1 policy. There may be contractual variances because of requirements of the state where Your policy is delivered.

How the Policies Differ From Whole Life Insurance

Foundation Variable Universal Life 1.1 provides insurance coverage with flexibility in death benefits and premium payments. It enables You to respond to changes in Your life and to take advantage of favorable financial conditions. The policy differs from traditional whole life insurance because You may choose the amount and frequency of premium payments, within limits.

In addition, Foundation Variable Universal Life 1.1 has two types of death benefit options. You may switch back and forth between these options. The policy also allows You to change the face amount (within limits) without purchasing a new insurance policy. However, evidence of insurability may be required.

Foundation Variable Universal Life 1.1 is “variable” life insurance because the policy fund and other benefits will vary up or down depending on the investment performance of the investment divisions or options that You select. You bear the risk of poor investment performance, but You get the benefit of good performance.

Application for Insurance

To apply for a policy You must submit a completed application, in good order. We decide whether to issue a policy based on the information in the application and Our standards for issuing insurance and classifying risks. If We decide not to issue a policy, then We will return the sum of premiums paid plus interest credited. The maximum issue age is 75. 

There may be delays in Our receipt of applications that are outside of Our control because of the failure of the selling broker-dealer or life insurance agent to forward the application to Us promptly, or because of delays in determining that the policy is suitable for You. Any such delays will affect when Your policy can be issued and when Your net premium is allocated among Our General Account and/or investment divisions.

We offer other variable life insurance policies that have different death benefits, policy features, and optional benefits. However, these other policies also have different charges that would affect Your investment performance and policy fund. To obtain more information about these other policies, contact Our Executive Office.

Death Benefit

As long as Your policy remains inforce, We will pay the death benefit to the beneficiary when the Insured dies (outstanding policy debt will be deducted from the proceeds).

As the owner, You may choose between two death benefit options:

·Option 1 provides a benefit that equals the face amount of the policy. This “level” death benefit is for owners who prefer insurance coverage that does not vary in amount and has lower insurance charges. Except as described below, the Option 1 death benefit is level or fixed at the face amount.

·Option 2 provides a benefit that equals the face amount of the policy plus the policy fund on the day the Insured person dies. This “variable” death benefit is for owners who prefer to have investment performance reflected in the amount of their insurance coverage. Under Option 2, the value of the death benefit fluctuates with Your policy fund.

Under both options, federal tax law may require a greater benefit. This benefit is a percentage multiple of Your policy fund. The percentage declines as the Insured person gets older (this is referred to as the “corridor” percentage). The minimum death benefit will be Your policy fund on the day the Insured person dies multiplied by the percentage for his or her age. For this purpose, age is the attained age (last birthday) at the beginning of the policy year of the Insured person’s death.  A table of corridor percentages and some examples of how they work, are in the statement of additional information which is available free upon request (see back cover).

Under either option, the length of time Your policy remains inforce depends on the net cash surrender value of Your policy and whether You meet the no lapse guarantee period requirements. Your coverage lasts as long as Your net cash surrender value can cover the monthly deductions from Your policy fund. In addition, during the no lapse guarantee period (including any period of time provided by an in-force No Lapse Guarantee Option), Your policy remains inforce if the sum of Your premium payments (minus any loans or withdrawals) is greater than the sum of the monthly no lapse guarantee premiums (including those applicable for an in-force No Lapse Guarantee Option) for all of the policy months since the policy was issued.

The investment performances of the investment divisions and the interest earned in the General Account affect Your policy fund. Therefore, the returns from these investment choices can affect the length of time Your policy remains inforce.

The minimum initial face amount generally is $50,000. For issue ages 0 to 14 in the non-smoker class, the minimum face amount is $25,000.  For issue ages 20 to 44 in the preferred plus non-smoker, the preferred smoker, and the preferred non-smoker rate classes, the minimum face amount is $100,000.

Notice and Proof of Death

We require satisfactory proof of the Insured person’s death before We pay the death benefit. That can be a certified copy of a death certificate, a written statement by the attending physician, a certified copy of a decree of a court of competent jurisdiction as to the finding of death, or any other proof satisfactory to Us.

Payment of Death Benefits and Lump Sum Payments

In most cases, when a death benefit is paid in a lump sum We will pay the death benefit by establishing an interest bearing draft account, called the "Midland Access Account," for the beneficiary, in the amount of the death benefit proceeds.  We will send the beneficiary a draft account book and the beneficiary will have access to the account simply by writing a draft for all or any part of the amount of the death benefit.  We do not guarantee to credit a minimum interest rate on amounts left in the Midland Access Account. Any interest paid on amounts in the Midland Access Account are currently taxable to the beneficiary. 

The Midland Access Account is a draft account and is part of Our General Account.  It is not a bank account or a checking account and it is not insured by the FDIC or any government agency.  As part of Our General Account, it is subject to the claims of Our creditors.  We receive a benefit from all amounts left in the Midland Access Account.

Maturity Benefit

If the Insured person is still living on the maturity date, We will pay the owner the policy fund less any outstanding loans. The policy will then end. The maturity date is the policy anniversary after the Insured person’s 100^th birthday. See “MATURITY DATE” on page 76.  In certain circumstances, You may extend the maturity date (doing so may have tax consequences). See “Tax Effects” on page 68.

Changes In Foundation Variable Universal Life 1.1

Foundation Variable Universal Life 1.1 gives You the flexibility to choose from a variety of strategies that enable You to increase or decrease Your insurance protection.

A reduction in face amount lessens the emphasis on a policy’s insurance coverage by reducing both the death benefit and the amount of pure insurance provided. The amount of pure insurance is the difference between the policy fund and the death benefit. This is the amount of risk We take. A reduced amount at risk results in lower cost of insurance deductions from Your policy fund.

A partial withdrawal reduces the policy fund and may reduce the death benefit, while providing You with a cash payment, but generally does not reduce the amount at risk. Choosing not to make premium payments may have the effect of reducing the policy fund. Under death benefit option 1, reducing the policy fund increases the amount at risk (thereby increasing the cost of insurance deductions) while leaving the death benefit unchanged; under death benefit option 2, reducing the policy fund decreases the death benefit while leaving the amount at risk unchanged.

Increases in the face amount have the exact opposite effect of decreases.

Changing The Face Amount of Insurance

You may change the face amount of Your policy by submitting a fully completed policy change application to Our Executive Office. You can only change the face amount twice each policy year. All changes are subject to Our approval and to the following conditions.

For increases:

·Increases in the face amount must be at least $25,000.

·To increase the face amount, You must provide, in good order, a fully completed policy change application and satisfactory evidence of insurability. If the Insured person has become a more expensive risk, then We charge higher cost of insurance fees for the additional amounts of insurance (We reserve the right to change this procedure in the future).

·Monthly cost of insurance deductions from Your policy fund will increase. These begin on the date the face amount increase takes effect.

·The right to examine this policy does not apply to face amount increases. (It only applies when You first purchase the policy.)

·There will be an increase in the no lapse guarantee premium requirement.

·A new surrender charge period and surrender charge increase will apply to the face amount increase.

For decreases:

·The surrender charge remains unchanged at the time of decrease.

·You cannot reduce the face amount below the minimum issue amounts at the time of reduction as noted on the Schedule of Policy Benefits page of Your policy.

·Monthly cost of insurance deductions from Your policy fund will decrease

·The federal tax law may limit a decrease in the face amount. If that limit applies, then Your new death benefit will be Your policy fund multiplied by the corridor percentage the federal tax law specifies for the Insured’s age at the time of the change.

·If You request a face amount decrease after You have already increased the face amount at substandard (i.e., higher) cost of insurance deductions, and the original face amount was at standard cost of insurance deductions, then We will first decrease the face amount that is at substandard higher cost of insurance deductions.  We reserve the right to change this procedure.

·There will be no decrease in the no lapse guarantee premium requirement.

Changing the face amounts may have tax consequences. You should consult a tax advisor before making any change. See “Tax Effects” on page 68.

Changing Your Death Benefit Option

You may change Your death benefit option from option 1 to option 2 by submitting a  fully completed policy change application, in good order, to Our Executive Office. We require satisfactory evidence of insurability to make this change.  If You change from option 1 to option 2, the face amount decreases by the amount of Your policy fund on the date of the change. This keeps the death benefit and net amount at risk the same as before the change. We may not allow a change in death benefit option if it would reduce the face amount below the minimum issue amount, as noted on the Schedule of Policy Benefits page of Your policy. 

You may change Your death benefit option from option 2 to option 1 by sending a written request, in good order, to Our Executive Office.  If You change from option 2 to option 1, then the face amount increases by the amount of Your policy fund on the date of the change. These increases and decreases in face amount are made so that the amount of the death benefit remains the same on the date of the change. When the death benefit remains the same, there is no change in the net amount at risk. This is the amount on which the cost of insurance deductions are based.

Changing the death benefit option may have tax consequences. You should consult a tax advisor before making any change.  See “Tax Effects” on page 68.

When Policy Changes Go Into Effect

Any changes in the face amount or the death benefit option will go into effect on the monthly anniversary after the date We approve Your request. After Your request is approved, You will receive a written notice showing each change. You should attach this notice to Your policy. We may also ask You to return Your policy to Us at Our Executive Office so that We can make a change. We will notify You in writing if We do not approve a change You request. For example, We might not approve a change that would disqualify Your policy as life insurance for income tax purposes.

Policy changes may have negative tax consequences. See “Tax Effects” on page 68. You should consult a tax advisor before making any change.

Flexible Premium Payments

You may choose the amount and frequency of premium payments, within the limits described below.

Even though Your premiums are flexible, Your Schedule of Policy Benefits page will show a “planned” periodic premium. You determine the planned premium when You apply and can change it at any time. You will specify the frequency to be on a quarterly, semi-annual or annual basis. Planned periodic premiums may be monthly if paid by pre-authorized check. Premiums may be bi-weekly if paid by Civil Service Allotment. If You decide to make bi-weekly premium payments, We will assess the Civil Service Allotment Service Charge of $0.46 per bi-weekly premium. The planned premiums may not be enough to keep Your policy inforce. 

The insurance goes into effect when We receive Your initial minimum premium payment (and approve Your application). We determine the initial minimum premium based on:

1)the age, sex, and premium class of the Insured,

2)the initial face amount of the policy, and

3)any additional benefits selected.

All premium payments should be payable to Midland National. After Your first premium payment, all additional premiums should be sent directly to Our Executive Office.

We will send You premium reminders based on Your planned premium schedule. You may make the planned payment, skip the planned payment, or change the frequency or the amount of the payment. Generally, You may pay premiums at any time. Amounts must be at least $50, unless made by a pre-authorized check. Under current Company practice, amounts made by a pre-authorized check can be as low as $30.

Payment of the planned premiums does not guarantee that Your policy will stay inforce. Additional premium payments may be necessary.  The planned premiums increase when the face amount of insurance increases.  If Your policy contains the Automatic Benefit Increase Provision Rider, this includes increases resulting from this rider.  Generally, if Your policy was issued after May 1, 1998 and prior to July 15, 2004, You will have this rider.  (For more information on the Automatic Benefit Increase Provision, see “APPENDIX B” on page 89 for details on how and when the increases are applied.)

If You send Us a premium payment that would cause Your policy to cease to qualify as life insurance under federal tax law, then We will notify You and return that portion of the premium that would cause the disqualification.

Premium Provisions During The No Lapse Guarantee Period.

During the no lapse guarantee period, You can keep Your policy inforce by meeting a no lapse guarantee premium requirement. In most states, the no lapse guarantee period lasts until the 20^th policy anniversary for issue ages 0 to 50. For ages 51 and over, the no lapse guarantee period will be the later of attained age 70 or 5 policy years. A monthly no lapse guarantee premium is shown on Your Schedule of Policy Benefits. (This is not the same as the planned premiums.) The no lapse guarantee premium requirement will be satisfied if the sum of premiums You have paid, less Your loans and withdrawals, is equal to or greater than the sum of the monthly no lapse guarantee premiums required on each monthly anniversary. The no lapse guarantee premium increases when the face amount increases.

During the no lapse guarantee period, Your policy will enter a grace period and lapse if:

·the net cash surrender value cannot cover the monthly deductions from Your policy fund; and

·the total premiums You have paid, less Your loans and withdrawals, are less than the total monthly no lapse guarantee premiums required to that date.

Remember that the net cash surrender value is Your policy fund minus any surrender charge and minus any outstanding policy debt.

This policy lapse can occur even if You pay all the planned premiums.

Premium Provisions After The No Lapse Guarantee Period.

After the no lapse guarantee period, Your policy will enter a grace period and lapse if the net cash surrender value cannot cover the monthly deductions from Your policy fund. Paying Your planned premiums may not be sufficient to maintain Your policy because of investment performance, charges and deductions, policy changes or other factors. Therefore, additional premiums may be necessary to keep Your policy inforce.

No Lapse Guarantee Option

You can choose an additional no lapse guarantee period by electing the No Lapse Guarantee Option. This option allows You to choose a second no lapse guarantee period to Your choice of attained age 65, 80 or 100 if a larger no lapse guarantee premium is met. If this option is chosen, the No Lapse Guarantee Option period and the additional premium required to keep this option active will be shown on the Schedule of Policy Benefits page of Your policy.

If at any time, You do not meet the premium requirements for the No Lapse Guarantee Option, the benefits provided for under this option will terminate. However, the no lapse guarantee period and the no lapse guarantee premium provided in Your policy will still remain in effect.

Allocation of Premiums

Each net premium will be allocated to the investment divisions or to Our General Account on the later of the day We receive Your premium payment, in good order, at Our Executive Office (if We receive it before the close of regular trading on the New York Stock Exchange (usually, 3:00 p.m. Central Time)) or on the record date. When premium is received before the record date, the net premium will be held and earn interest in the General Account until the day after the record date.  When this period ends Your instructions will dictate how We allocate the net premium.

There may be delays in Our receipt of applications that are outside of Our control because of the failure of the selling broker-dealer or life insurance agent to forward the application to Us promptly, or because of delays in determining that the policy is suitable for You.  Any such delays will affect when Your policy can be issued and when Your net premium is allocated among Our General Account and/or investment divisions.  Once we receive the application and initial premium from the selling broker-dealer, your instructions will dictate how We allocate the net premium.

The net premium is the premium minus a premium charge and any applicable service charge.  (Please note: The first monthly deduction is also taken from the initial premium). Each net premium is put into Your policy fund according to Your instructions. Your policy application may provide directions to allocate net premiums to Our General Account or the investment divisions. You may not allocate Your policy fund to more than 10 investment divisions at any one point in time. Your allocation instructions will apply to all of Your premiums unless You write to Our Executive Office with new instructions. You may also change Your allocation instructions by calling Us at (800) 272-1642 or faxing Us at (605) 373-8557.  Changing Your allocation instructions will not change the way Your existing policy fund is apportioned among the investment divisions or the General Account. Allocation percentages may be any whole number from 0 to 100. The sum of the allocation percentages must equal 100. Of course, You may choose not to allocate a premium to any particular investment division. See “THE GENERAL ACCOUNT” on page 61. 

Additional Benefits

You may include additional benefits in Your policy. Certain benefits result in an additional monthly deduction from Your policy fund. You may cancel these benefits at any time. However, canceling these benefits may have adverse tax consequences and You should consult a tax advisor before doing so. The following briefly summarizes the additional benefits that are currently available:

1.Accelerated Benefit Rider – Chronic Illness: This rider is automatically included on all newly issued policies and it can be added upon request to any policy issued prior to November 15, 2007.  This benefit You with provides the ability to accelerate a portion of Your policy’s death benefit as an accelerated death benefit.  The actual payment made is called the accelerated benefit payment.  We do not charge a fee for this rider prior to the time of the accelerated benefit payment.

You can elect to accelerate a portion of Your policy’s death benefit under this rider if the Insured person is “Chronically Ill” as defined in the rider.  Generally, “Chronically Ill” means that a Physician, as defined in the rider, has certified within the last 12 months that the insured is permanently unable to perform, for at least 90 consecutive days, at least two out of six “Activities of Daily Living,” which are Bathing, Continence, Dressing, Eating, Toileting, and Transferring or severe cognitive impairment (each as defined in the rider).  Please refer to the actual rider for our right to require a second opinion from another Physician.

The tax consequences associated with receiving an accelerated benefit payment under the Accelerated Benefit Rider – Chronic Illness are unclear.  It is possible that such distributions may be treated as taxable withdrawals.  Moreover, the tax consequences associated with reducing the death benefit after We pay an accelerated death benefit are also unclear.  You should consult a qualified tax advisor about the consequences of adding this rider to a policy or requesting an advanced sum payment under this rider.

There is no charge for the Accelerated Benefit Rider – Chronic Illness prior to the time of an accelerated benefit payment. The accelerated benefit payment will be equal to the following:

1)The accelerated death benefit, less

2)An amount for future interest and also expected mortality, less

3)Any debt repayment amount, less

4)An administrative fee (this fee may not exceed $200)

On the date that We make an acceleratedbenefit payment, We will reduce the death benefit of Your policy by the amount of the accelerated death benefit.  This will occur on each payment date if You choose to receive periodic payments under the accelerated death benefits for Chronic Illness.

The specified amount, any policy fund and any policy debt will be reduced by the ratio of 1. divided by 2., where 1. and 2. are as described below

1.Accelerated death benefit on the election date.

2.death benefit immediately prior to the election date.

You can choose the amount of the death benefit to accelerate at the time of the claim. The maximum accelerated death benefit is 24% of the eligible death benefit (which is the death benefit of the policy plus the sum of any additional death benefits on the life of the Insured person provided by any eligible riders) at each election to receive an accelerated death benefit, or $240,000, whichever is less. This amount may be smaller for a final election.  An election is valid for 12 months and only one election can be made in that 12 month period.

Your ability to accelerate a portion of the death benefit is subject to the terms and conditions of the rider itself.

2.Accelerated Benefit Rider – Terminal Illness: This rider is automatically included on all newly issued policies and it can be added upon request to any policy issued prior to November 15, 2007.  This benefit provides You with the ability to accelerate a portion of Your policy’s death benefit as an accelerated death benefit.  The actual payment made is called the accelerated benefit payment.  We do not charge a fee for this rider prior to the time of the accelerated benefit payment.

You can choose to accelerate a portion of Your policy’s death benefit under this rider if the Insured person has a terminal illness (terminal illness is defined as a condition in which a Physician, as defined in the rider, has certified that the insured’s life expectancy is 24 months or less - but this may be defined by a longer period of time if required by state law).

Please refer to the actual rider form for our rights to require a second opinion from another Physician.

Pursuant to the Health Insurance Portability and Accountability Act of 1996, We believe that for federal income tax purposes an advanced sum payment made under the Accelerated Benefit Rider– Terminal Illness, should be fully excludable from the gross income of the recipient, as long as the recipient is the Insured person under the policy (except in certain business contexts) and the Insured person’s life expectancy is 24 months or less, as certified by a licensed physician.  You should consult a tax advisor if such an exception should apply.  The tax consequences associated with reducing the death benefit after We pay an accelerated benefit are unclear, however.  You should consult a qualified tax advisor about the consequences of adding this rider to a policy or requesting an advanced sum payment under this rider.

There is no charge for the Accelerated Benefit Rider – Terminal Illness prior to the time of an accelerated benefit payment. The accelerated benefit payment will be equal to the following:

1)The accelerated death benefit, less

2)An amount for future interest, less

3)Any debt repayment amount, less

4)An administrative fee (this fee may not exceed $200)

On the day We make the accelerated benefit payment, We will reduce the death benefit of Your Policy by the amount of the accelerated death benefit.

The specified amount, any policy fund and any policy debt will be reduced by the ratio of 1. divided by 2., where 1. and 2. are as described below

1.accelerated death benefit on the election date.

2.death benefit immediately prior to the election date:

You can choose the amount of the death benefit to accelerate at the time of the claim. The maximum accelerated death benefit is 50% of the eligible death benefit (which is the death benefit of the policy) at the time You elect to receive an accelerated death benefit, or $500,000, whichever is less.

Your ability to accelerate a portion of the death benefit is subject to the terms and conditions of the rider itself. 

3.Accidental Death Benefit Rider:This rider can be selected at the time of application or added to an inforce policy.Under this rider,We will pay an additional benefit if the Insured person dies from a physical injury that results from an accident, provided the Insured person dies before the policy anniversary that is within a half year of his or her 70^th birthday. We charge a fee for this rider on the rider date and on each monthly anniversary thereafter. 

4.Additional Insured Rider:This rider can be selected at the time of application or added to an inforce policy.With this benefit, We will provide term insurance for another person, such as the Insured person’s spouse, under Your policy. A separate charge will be deducted for each additional Insured. We charge a fee for this rider on the rider date and on each monthly anniversary thereafter. 

5.Additional No Lapse Guarantee Option Rider: This option must be selected at the time of application.  This rider allows You to choose a second no lapse guarantee period of Your choice to attained ages 65, 80 or 100. If this option is chosen, the no lapse guarantee period and the premium requirement for Your No Lapse Guarantee Option will be shown on Your Schedule of Policy Benefits page.  We do not charge a fee for this rider.

6.Automatic Benefit Increase Provision Rider:  Generally, onlypolicies issued after May 1, 1998, and prior to July 15, 2004 contain this rider. The only exception to this would be if Your application was in the underwriting process prior to July 15, 2004.  If this is the case, You may have a policy date later than July 15, 2004 and still have the Automatic Benefit Increase Provision Rider.  For more detailed information see “APPENDIX B” on page 89.

7.Benefit Extension Rider: This rider can prevent the policy from lapsing due to high amounts of policy debt, provided that certain conditions are met.  If You choose this rider and exercise its benefits, there is a risk that the death benefit may be substantially reduced.  This rider can be selected at the time of application or added to an inforce policy.There is no additional charge for this benefit. 

You may elect this benefit while You meet the conditions listed below by sending Us written notice. When the benefit availability conditions listed below are satisfied and the policy debt is equal to or greater than 87% of the policy fund, We will send a written notice to Your last known address, at least once each policy year, that the benefit election is available to You.  If You decide to elect this benefit at that time, You must send Us written notice within 30 days of the date We mail this notice.

This benefit is not available unless all of the following conditions are met.

·The Policy has been inforce for at least 15 policy years;

·the Insured’s policy age or attained age must be at least age 65;

·You have made withdrawals of all Your premium; and

·policy debt does not exceed the benefit election amount as defined below.

 The benefit election amount is as follows:

·89% of the policy fund for policy ages or attained ages that are greater than or equal to age 65 but less than or equal to age 74;

·93% of the policy fund for policy ages or attained ages that are greater than or equal to age 75.

However, if You choose to take a loan or withdrawal that causes the policy debt to exceed the benefit election amount during the 30 days after the written notice has been sent, this benefit election will not be available.

The effective date of this benefit will be the monthly anniversary date that follows the date We receive Your written notice.  The entire amount of Your policy fund must be allocated to the General Account on and after the effective date. If You have any portion of the policy fund in the Separate Account on the effective date, We will transfer it to Our General Account on that date.  No transfer charge will apply to this transaction and it will not count toward the maximum number of transfers allowed in a policy year.

The benefit extension period begins as of the effective date of the rider and ends (and the rider terminates) on the earlier of:

·the Insured’s death; or

·surrender of the policy; or

·the date any loans or withdrawals are taken.

During the benefit extension period:

·We guarantee Your policy will remain inforce until the Insured’s death provided the policy is not terminated due to surrender, and You do not take loans or withdrawals after the effective date.

·The excess policy debt provision in the policy will be suspended.

· All monthly deductions will be taken from the General Account.

·We will not allow any:

§premium payments; or

§transfers to the Separate Account; or

§face amount changes; or

§death benefit option changes.

·The death benefit option will be death benefit option 1, and the death benefit will be subject to the minimum death benefit  provisions below.

·If the policy debt does not exceed the face amount as of the rider’s effective date, the face amount will be decreased to equal the policy fund as of the effective date.  We will send You an endorsement to reflect the new face amount.

·Any riders and supplemental benefits attached to the policy will terminate.

During the benefit extension period, the death benefit will be determined exclusively by death benefit option 1 and will be equal to the greatest of the following amounts for the then current policy year:

·100% of the policy fund as of the date We receive due proof of the Insured’s death;

·The minimum amount of death benefit necessary for the policy to continue its qualification as a life insurance contract for federal tax purposes.

·The face amount (the option 1 death benefit).

In some circumstances, electing the benefit can cause Your policy to become a modified endowment contract (“MEC”).  You should consult with and rely on a tax advisor when making policy changes, taking loans or withdrawals to help You avoid situations that may result in Your policy becoming a MEC.

You may make loan repayments at anytime. Loan repayments will be allocated to the General Account. Interest charged on policy debt will continue to accrue during the benefit extension period.  Making loan repayments does not terminate the rider.

This Rider will terminate upon the earliest of:

·The date of the Insured’s death; or

·The date You surrender the policy; or

·The date any loans or withdrawals are taken during the benefit extension period.

Anyone contemplating the purchase of the policy with the Benefit Extension Rider should be aware that the tax consequences of the Benefit Extension Rider have not been ruled on by the IRS or the courts and it is possible that the IRS could assert that the outstanding loan balance should be treated as a taxable distribution when the Benefit Extension Rider causes the policy to be converted into a fixed policy.  You should consult with and rely on a tax advisor as to the tax risk associated with the Benefit Extension Rider.  See “Tax Effects” on page 68.

8.Children’s Insurance Rider:This rider provides term life insurance on the lives of the Insured person’s children. Coverage under this rider includes natural children, stepchildren and legally adopted children, between the ages of 15 days and 21 years. They are covered until the Insured person reaches age 65 or the child reaches age 25, whichever is earlier. The Children’s Insurance Rider is no longer available on new or inforce policies.

9.Children’s Insurance Rider 2: This rider can be selected at the time of application or added to an inforce policy.  This rider provides term life insurance on the lives of the Insured person’s children. Coverage under this rider includes natural children, stepchildren and legally adopted children, between the ages of 15 days and 18 years. They are covered until the Insured person reaches age 65 or the child reaches age 23, whichever is earlier. We charge a fee for this rider on the rider date and on each monthly anniversary thereafter. 

10.Enhanced Dollar Cost Averaging (EDCA):  Currently, the EDCA benefit provides that if the DCA source account is the General Account, We will pay an effective annual interest rate of 10% until the end of the first policy year on monies allocated into the EDCA program during the first four policy months.  Neither the EDCA program nor the 10% annual effective rate is guaranteed and both are subject to change or termination without notice.  We do not charge you a fee for this feature.

11.Extended Maturity Option:This option is automatically included on all newly issued policies.  This benefit provides You with the ability to request an extension of the maturity date indefinitely, or as long as allowed by the IRS and Your state. If the Insured is alive on the maturity date and this policy is still inforce and not in the grace period, this option may be elected.

In order to elect this option, all of the policy fund must be transferred to either the General Account or the Money Market investment division and the death benefit option must be elected as option 1, unless Your state requires otherwise. Once Your policy is extended beyond the maturity date, We will not charge any further monthly deductions against your policy fund and We will only allow transfers to the General Account or the Money Market investment division. Furthermore, We will not allow any of the following to occur:

·Increase in the face amount of insurance

·Changes in the death benefit options

·Premium payments

The Extended Maturity Option may have tax consequences. Consult Your tax advisor before taking this election.

12.Family Insurance Rider: This rider provides term life insurance on the Insured person’s children as does the Children’s Insurance Rider. This rider also provides decreasing term life insurance on the Insured’s spouse. The Family Insurance Rider is no longer available for issue on new or inforce policies.

13.Flexible Disability Benefit Rider:This rider must be selected at the time of application.  Under this rider, We pay a set amount into Your policy fund each month (the amount is on Your Schedule of Policy Benefits). The benefit is payable when the Insured person becomes totally disabled on or after his/her 15^th birthday and the disability continues for at least 6 months. The disability must start before the policy anniversary following the Insured person’s 60^th birthday. The benefit will continue for as long as the disability lasts or until the Insured person reaches age 65, whichever is earlier. If the amount of benefit paid into the policy fund is more than the amount permitted under the income tax code, the monthly benefit will be paid to the Insured. This rider is no longer available for issue on new or inforce policies.

We charge a fee for this rider on the rider date and on each monthly anniversary thereafter until the policy anniversary on which the Insured reaches attained age 60.

The maximum monthly benefit that can be purchased is the smaller of $200 or the Guideline Level Annual Premium under death benefit option 1 divided by 12.  For example, if your Guideline Level Annual Premium under Option 1 is $3,000, the maximum monthly benefit you can elect is $200.00 (since $200 is smaller than $3,000/12 = $250).

14.Flexible Disability Benefit Rider 2: This rider must be selected at the time of application and is only available if you have selected the Waiver of Surrender Charge Rider.  Under this rider, We pay a set amount into Your policy fund each month (the amount is on Your Schedule of Policy Benefits).  The benefit is payable when the Insured person becomes totally disabled on or after his/her 15^th birthday and the disability continues for at least 6 months.  The disability must start before the policy anniversary following the Insured person’s 60^th birthday.  The benefit will continue for as long as the disability lasts or until the Insured person reaches age 65, whichever is earlier.  If the amount of the benefit paid into the policy fund is more than the amount permitted under the income tax code, the monthly benefit will be paid to the Insured.

We charge a fee for this rider on the rider date and on each monthly anniversary thereafter until the policy anniversary on which the Insured reaches attained age 60.

The maximum monthly benefit that can be purchased is the smaller of $500 or the Guideline Level Annual Premium under death benefit option 1 divided by 12. For example, if your Guideline Level Annual Premium under Option 1 is $3,000, the maximum monthly benefit you can elect is $250.00 (since $3,000/12 = $250 and $250 is smaller than $500).

15.Guaranteed Insurability Rider:This rider must be selected at the time of application.This benefit provides for additional amounts of insurance without further evidence of insurability. We charge a fee for this rider on the rider date and on each monthly anniversary thereafter.

16.Living Needs Rider:This rider can be selected at the time of application or added to an inforce policy.  This benefit provides an accelerated death benefit as payment of an “Advanced Sum”, in the event the Insured person is expected to die within 12 months (or a longer period if required by state law).  This rider is no longer available for issue on new policies

Pursuant to the Health Insurance Portability and Accountability Act of 1996, We believe that for federal income tax purposes an advanced sum payment made under the Living Needs Rider should be fully excludable from the gross income of the beneficiary, as long as the beneficiary (the tax payer) is the Insured person under the policy (except in certain business contexts). You should consult a tax advisor if such an exception should apply. The tax consequences associated with reducing the death benefit after We pay an accelerated death benefit are unclear, however. You should consult a qualified tax advisor about the consequences of adding this rider to a policy or requesting an advanced sum payment under this rider.

There is no charge for this benefit prior to the time of a payment. This amount of the advanced sum is reduced by expected future interest and may be reduced by a charge for administrative expenses.  Currently, We charge an administrative fee of $200 at the time benefits are paid from this rider.  We reserve the right to increase this amount.

On the day We pay the accelerated death benefit, We will reduce the following in proportion to the reduction in the eligible death benefit:

a.the death benefit of the policy and of each eligible rider

b.the face amount

c.any policy funds

d.any outstanding loan

When We reduce the policy fund, We allocate the reduction based on the proportion that Your unloaned amounts in the General Account and Your amounts in the investment divisions bear to the total unloaned portion of Your policy fund.

You can choose the amount of the death benefit to accelerate at the time of the claim. The maximum advanced sum is 50% of the eligible death benefit (which is the death benefit of the policy plus the sum of any additional death benefits on the life of the Insured person provided by any eligible riders). Currently, We have a maximum of $250,000 and a minimum of $5,000.

17.Waiver of Charges Rider:This brider can be selected at the time of application or added to an inforce policy with proof of insurability.With this benefit, We waive monthly deductions from the policy fund during the total disability of the Insured, if the Insured person becomes totally disabled on or after his/her 15^th birthday and the disability continues for at least 6 months. If a disability starts before the policy anniversary following the Insured person’s 60^th birthday, then We will waive monthly deductions from the policy fund for as long as the disability continues.

We charge a fee for this rider on the rider date and on each monthly anniversary thereafter. 

The Children’s Insurance Riders, the Family Insurance Rider and the Additional Insured Rider all provide term insurance. Term insurance, unlike base coverage, does not provide a cash value or an opportunity for the death benefit and cash value to grow.  However, the cost of term insurance may be lower than the cost of base coverage.  

SEPARATE ACCOUNT INVESTMENT CHOICES

Our Separate Account And Its Investment Divisions

The “Separate Account” is Our Separate Account A, established under the insurance laws of the State of Iowa. It is a unit investment trust registered with the Securities and Exchange Commission (SEC) under the Investment Company Act of 1940 but this registration does not involve any SEC supervision of its management or investment policies. The Separate Account meets the definition of a “Separate Account” under the federal securities laws. Income, gains and losses credited to, or charged against, the Separate Account reflects the investment experience of the Separate Account and not the investment experience of Midland National’s other assets.  Midland National is obligated to pay all amounts guaranteed under the policy. 

The Separate Account has a number of investment divisions, each of which invests in the shares of a corresponding portfolio of the funds. You may allocate part or all of Your net premiums in up to ten of the fifty-eight investment divisionscurrently available in Our Separate Account at any one time.

The Funds

Each of the portfolios available under the policy is a “series” of its investment company.  Currently there are fifty-eight investment divisions.

The funds’ shares are bought and sold by Our Separate Account at net asset value. More detailed information about the funds and their investment objectives, policies, risks, expenses and other aspects of their operations appear in their prospectuses, which accompany this prospectus.

The funds, their managers, or affiliates thereof, may make payments to Midland National and/or its affiliates.  These payments may be derived, in whole or in part, from the advisory fee deducted from fund assets and/or from “Rule 12b-1” fees deducted from fund assets.  Policy owners, through their indirect investment in the funds, bear the costs of these advisory and 12b-1 fees.  The amount of these payments may be substantial, may vary between funds and portfolios, and generally are based on a percentage of the assets in the funds that are attributable to the Policies and other variable insurance products issued by Midland National.  These percentages currently range up to 0.25% annually.  Midland National may use these payments for any corporate purpose, including payment of expenses that Midland National and/or its affiliates incur in promoting, marketing, and administering (i) the Policies, and (ii) in its role as an intermediary, the funds.  Midland National and its affiliates may profit from these payments.

Investment Policies Of The Portfolios

Each portfolio tries to achieve a specified investment objective by following certain investment policies. A portfolio’s objectives and policies affect its returns and risks. Each investment division’s performance depends on the experience of the corresponding portfolio. The objectives of the portfolios are as follows:

Portfolio	Investment Objective
A I M Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco V.I. Financial Services Fund -– Series I Shares (Formerly AIM V.I. Financial Services Fund -– Series I Shares)	The Funds investment objective is long-term growth of capital.  The Fund invests, under normal circumstances, at least 80% of net assets (plus borrowings for investment purposes) in securities of issuers engaged primarily in the financial services-related industries.
Invesco V.I. Global Health Care Fund – Series I Shares (Formerly AIM V.I. Global Health Care Fund – Series I Shares)	The Funds investment objective is long-term growth of capital.  The Fund invests, under normal circumstances, at least 80% of net assets (plus borrowings for investment purposes) in equity securities of health care industry issuers.
Invesco V.I. International Growth Fund – Series I Shares (Formerly AIM V.I. International Growth Fund – Series I Shares)	The Fund's investment objective is long-term growth of capital.  The Fund invests primarily in a diversified portfolio of international equity securities whose issuers are considered by the Fund’s portfolio managers to have strong earnings growth.
Alger Portfolios
Alger Capital Appreciation Portfolio	Seeks long-term capital appreciation.
Alger Large Cap Growth Portfolio	Seeks long-term capital appreciation.
Alger Mid Cap Growth Portfolio	Seeks long-term capital appreciation.
Alger Small Cap Growth Portfolio**	Seeks long-term capital appreciation.
American Century Variable Portfolios, Inc.
American Century VP Balanced Fund**	Seeks long-term growth and current income by investing 60% of its assets in equity securities and the remainder in fixed income securities.
American Century VP Capital Appreciation Fund	Seeks capital growth.
American Century VP Income & Growth Fund**	Seeks capital growth by investing in common stocks.  Income is a secondary objective.
American Century VP International Fund	Seeks capital growth.
American Century VP Value Fund	Seeks long-term capital growth.  Income is a secondary objective.
Fidelity® Variable Insurance Products
VIP Asset ManagerSM Portfolio	Seeks to obtain high total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.
VIP Asset Manager: Growthâ Portfolio	Seeks to maximize total return by allocating its assets among stocks, bonds, short-term instruments, and other investments.
VIP Balanced Portfolio	Seeks income and capital growth consistent with reasonable risk.
VIP Contrafund® Portfolio	Seeks long-term capital appreciation.
VIP Equity-Income Portfolio	Seeks reasonable income. Will also consider the potential for capital appreciation.  The fund’s goal is to achieve a yield which exceeds the composite yield on the securities comprising the Standard & Poor’s 500sm Index of 500 (S&P 500®).
VIP Freedom 2010 Portfolio	Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond.
VIP Freedom 2015 Portfolio	Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond.
VIP Freedom 2020 Portfolio	Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond.
VIP Freedom 2025 Portfolio	Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond.
VIP Freedom 2030 Portfolio	Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond.
VIP Freedom Income Portfolio	Seeks high total return with a secondary objective of principal preservation.
VIP Growth & Income Portfolio	Seeks high total return through a combination of current income and capital appreciation.
VIP Growth Opportunities Portfolio	Seeks to provide capital growth.
VIP Growth Portfolio	Seeks capital appreciation.
VIP High Income Portfolio	Seeks a high level of current income, while also considering growth of capital.
VIP Index 500 Portfolio	Seeks to provide investment results that correspond to the total return of common stocks publicly traded in the United States, as represented by the Standard & Poor’s 500 SM Index (S&P 500®).
VIP Investment Grade Bond Portfolio	Seeks as high a level of current income as is consistent with the preservation of capital.
VIP Mid Cap Portfolio	Seeks long-term growth of capital.
VIP Money Market Portfolio*	Seeks as high a level of current income as is consistent with preservation of capital and liquidity.
VIP Overseas Portfolio	Seeks long-term growth of capital.
Goldman Sachs Variable Insurance Trust
Goldman Sachs VIT Large Cap Value Fund (Formerly Goldman Sachs VIT Growth and Income Fund)	Seeks long-term capital appreciation.
Goldman Sachs Structured Small Cap Equity Fund	Seeks long-term growth of capital.
Lord Abbett Series Fund, Inc.
Lord Abbett Capital Structure Portfolio(Formerly Lord Abbett America’s Value Portfolio)	Seeks current income and capital appreciation.
Lord Abbett Growth and Income Portfolio	Seeks long-term growth of capital and income without excessive fluctuations in market value.
Lord Abbett International Opportunities Portfolio (Formerly Lord Abbett International Portfolio)	Seeks long-term capital appreciation.
Lord Abbett Mid-Cap Value Portfolio	Seeks capital appreciation through investments, primarily in equity securities, which are believed to be undervalued in the marketplace.
MFS Variable Insurance Trusts
MFS VIT Growth Series	Seeks capital appreciation. The fund’s objective may be changed without shareholder approval.
MFS VIT Investors Trust Series**	Seeks capital appreciation. The fund’s objective may be changed without shareholder approval.
MFS VIT New Discovery Series	Seeks capital appreciation.  The fund’s objective may be changed without shareholder approval.
MFS VIT Research Series	Seeks capital appreciation. The fund’s objective may be changed without shareholder approval.
MFS VIT Total Return Series	Seeks total return.  The fund’s objective may be changed without shareholder approval.
MFS VIT Utilities Series	Seeks total return.  The fund’s objective may be changed without shareholder approval.
Neuberger Berman Advisers Management Trust
Neuberger Berman AMT Regency Portfolio	Seeks growth of capital.
PIMCO Variable Insurance Trust
PIMCO VIT High Yield Portfolio	Seeks maximum total return, consistent with preservation of capital and prudent investment management.
PIMCO VIT Low Duration Portfolio**	Seeks maximum total return consistent with preservation of capital and prudent investment management.
PIMCO VIT Real Return Portfolio	Seeks maximum real return, consistent with preservation of real capital and prudent investment management.
PIMCO VIT Total Return Portfolio	Seeks maximum total return, consistent with preservation of capital and prudent investment management.
ProFunds VP
ProFund VP Japan	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Nikkei 225 Stock Average.
ProFund VP Oil & Gas	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones U.S. Oil & Gas Index.
ProFund VP Small-Cap Value	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the S&P SmallCap 600/Citigroup Value Index.
ProFund VP Ultra Mid-Cap	Seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the S&P MidCap 400 Index.
Van Eck VIP Trust
Van Eck VIP Global Hard Assets Fund (Formerly Van Eck Worldwide Hard Assets Fund)	Seeks long-term capital appreciation by investing primarily in “hard asset” securities. Income is a secondary consideration. Hard assets consist of precious metals, natural resources, real estate and commodities.
Vanguard Variable Insurance Funds
VanguardÒ VIF Balanced Portfolio	Seeks to provide long-term capital appreciation and reasonable current income.
VanguardÒ VIF High Yield Bond Portfolio	Seeks to provide high level of current income.
VanguardÒ VIF International Portfolio	Seeks to provide long-term capital appreciation.
VanguardÒ VIF Mid-Cap Index Portfolio	Seeks to track the performance of a benchmark index that measures the investment return of mid-capitalization stocks.
VanguardÒ VIF REIT Index Portfolio	Seeks to provide a high level of income and moderate long-term capital appreciation by tracking the performance of a benchmark index that measures the performance of publicly traded equity REITs.
VanguardÒ VIF Short-Term Investment-Grade Portfolio	Seeks to provide current income with limited price volatility.
VanguardÒ VIF Small Company Growth Portfolio	Seeks to provide long-term capital appreciation.
VanguardÒ VIF Total Bond Market Index Portfolio	Seeks to track the performance of a broad, market-weighted bond index.
VanguardÒ VIF Total Stock Market Index Portfolio	Seeks to track the performance of a benchmark index that measures the investment return of the overall stock market.

*During extended periods of low interest rates, the yields of the money market investment division may become extremely low and possibly negative. 

** These Investment Divisions were closed to new investors as of June 15, 2007.  If You had money invested in any of these Investment Divisions as of the close of business on Thursday, June 14, 2007, You may continue to make additional investments into that portfolio.  However, if You redeem or transfer completely out of any of these Investment Divisions after that date, You will not be able to reinvest in the portfolio.

Invesco Advisers, Inc. manages the AIM Variable Insurance Funds (Invesco Variable Insurance Funds).   American Century Investment Management, Inc. manages the American Century VP Portfolios and the American Century Global Investment Management, Inc. Fidelity Management & Research Company manages the VIP Funds. Fred Alger Management, Inc. manages the Alger Portfolios. Goldman Sachs Asset Management, L.P. serves as an investment adviser to the Goldman Sachs Variable Insurance Trust Funds.  Lord, Abbett & Co. LLC manages the Lord Abbett Series Fund, Inc. MFS^® Investment Management manages the MFS Variable Insurance

Trust.  Neuberger Berman Management LLC manages the Neuberger Berman AMT Portfolios.    Pacific Investment Management Company LLC manages the PIMCO Variable Insurance Trust. ProFund Advisors LLC manages the ProFunds VP. Van Eck Associates Corporation manages the Van Eck VIP Trust.  The Vanguard Group, Inc. manages the Vanguard Variable Insurance Fund. 

The fund portfolios available under these policies are not available for purchase directly by the general public. In addition, the fund portfolios are not the same as the mutual funds with very similar or nearly identical names that are sold directly to the public. However, the investment objectives and policies of the portfolios are very similar to the investment objectives and policies of other (publicly available) mutual fund portfolios that have very similar or nearly identical names and that are or may be managed by the same investment adviser or manager. Nevertheless, the investment performance and results of any of the funds’ portfolios that are available under the policies 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 available portfolios will be comparable to the investment results of any other portfolio or mutual fund, even if the other portfolio or mutual fund has the same investment adviser or manager and the same investment objectives and policies and a very similar or nearly identical name.

The fund portfolios offered through the policy are selected by Midland National based on several criteria, including asset class coverage, the strength of the manager’s reputation and tenure, brand recognition, performance, and the capability and qualification of each sponsoring investment firm. Another factor that We consider during the selection process is whether the fund or one of its service providers (e.g., the investment adviser) will make payments to Us, and the amount of any such payments.  We may use such payments for any corporate purpose, including payment of expenses that We incur in promoting, marketing, and administering the policies, and, in Our role as an intermediary, the funds.  We may profit from these payments.

You are responsible for choosing the fund portfolios, and the amounts allocated to each, that are appropriate for Your own individual circumstances and Your investment goals, financial situation, and risk tolerance.  Because investment risk is borne by You, decisions regarding investment allocations should be carefully considered.

In making Your investment selections, We encourage You to thoroughly investigate all of the information regarding the fund portfolios that is available to You, including each fund's prospectus, statement of additional information and annual and semi/annual reports.  Other sources such as the fund’s website or newspapers and financial and other magazines provide more current information, including information about any regulatory actions or investigations relating to a fund or portfolio.   You should monitor and periodically re-evaluate Your allocations to determine if they are still appropriate.

If You use a third party registered investment adviser in connection with allocations among the investment divisions, You can request that We take loans from Your policy to pay the advisory fees provided We have received documentation from You and Your adviser.  This does not constitute Us providing investment advice.  Before taking a policy loan, You should consult a tax advisor to consider the tax consequences of a loan on Your life insurance policy.  See “Tax Effects” on page 68.

You bear the risk of any decline in Your policy fund resulting from the performance of the portfolios You have chosen.

Midland National does not provide investment advice and does not recommend or endorse any particular fund or portfolio.

You should carefully consider the investment objectives, risks, and charges and expenses of the portfolios before investing.  The portfolios' prospectuses contain this and other information and should be read carefully before investing.You can receive a current copy of a prospectus for each of the portfolios by contacting Your registered representative and by contacting Us at:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD 57193

Phone: (800) 272-1642

Fax: (605) 335-3621

Effects of Market Timing

Frequent, large, programmed, or short-term transfers among the investment divisions or between the investment divisions and the General Account (“Harmful Trading”) can cause risks with adverse effects for other policy owners (and beneficiaries and portfolios).  These risks and harmful effects include: (1) dilution of the interests of long-term investors in an investment division if transfers into the division are made at unit values that are priced below the true value or transfers out of the investment division are made at unit values priced higher than the true value (some “market timers” attempt to do this through methods known as “time-zone arbitrage” and “liquidity arbitrage”); (2) an adverse effect on portfolio management, such as causing the portfolio to maintain a higher level of cash than would otherwise be the case, or causing a portfolio to liquidate investments prematurely (or otherwise at an inopportune time) in order to pay withdrawals; and (3) increased brokerage and administrative expenses. 

The ProFunds portfolios are designed for, and affirmatively permit, frequent and short term trading. Therefore, they may be more susceptible to these harmful effects than other portfolios. These portfolios might not be appropriate for long-term investors.

In addition, because other insurance companies and/or retirement plans may invest in the portfolios, the risk exists that that the portfolios may suffer harm from frequent, programmed large, or short-term transfers among investment divisions of variable policies issued by other insurance companies or among investment options available to retirement plan participants.

Charges In The Funds

The funds charge for managing investments and providing services. Each portfolio’s charges vary.

The Fidelity VIP portfolios have an annual management fee. That is the sum of an individual fund fee rate and a group fee rate based on the monthly average net assets of Fidelity Management & Research Company’s mutual funds. In addition, each of these portfolios’ total operating expenses includes fees for management and shareholder services and other expenses (custodial, legal, accounting, and other miscellaneous fees). The fees for the Fidelity VIP portfolios are based on the Initial Class. See the Fidelity VIP prospectuses for additional information on how these charges are determined and on the minimum and maximum charges allowed.

The funds, with the exception of Fidelity VIP, have annual management fees that are based on the monthly average of the net assets in each of the portfolios. The funds may also impose redemption fees, which we would deduct and administer and from Your policy fund.  See each portfolio company’s prospectus for details.

Asset Allocation Program

The following is a general description of the asset allocation program available under the policy.  A complete description of each model is available in the consumer brochure for the asset allocation program that is available upon request from your registered representative.. 

General

Under Midland National’s asset allocation program, five models have been developed based on different profiles of an investor’s financial goals, willingness to accept investment risk, investment time horizon and other factors.  You can elect one of these models or create Your own “self-directed” portfolio.

The asset allocation models available are not offered by this prospectus and are not part of Your policy.  Asset allocation models are a separate service We make available in connection with the policy at no additional charge to You, to help You select investment options.  Asset allocation programs are an investment strategy for distributing assets among asset classes to help attain an investment goal.  For Your policy, the asset allocation models can help with decisions You need to make about how to allocate Your policy fund among available subaccounts (and their corresponding portfolios).  The theory behind an asset allocation strategy is that diversification among asset classes can help reduce volatility over the long term.

There is no assurance that investment returns will be better through participation in an asset allocation program.  Your policy may still lose money and experience volatility.

The Asset Allocation Models

There are five asset allocation models currently available.  All of the models involve some degree of investment risk, including the risk of investment losses.

Conservative – The conservative investor is particularly sensitive to short-term losses, but still has the goal of beating expected inflation over the long run. A conservative investor's aversion to short-term losses could compel him/her to shift into the most conservative investment if losses occur.  Conservative investors would accept lower long-term return in exchange for smaller and less frequent changes in portfolio value (i.e., less volatility). Analyzing the risk-return choices available, a conservative investor is usually willing to accept a lower return in order to seek relatively more safety of his or her investment.  However, even this model involves some risk of investment loss.

Moderate Conservative – This model is appropriate for the investor who seeks both modest capital appreciation and income from his/her portfolio.  This investor will have either a moderate time horizon or a slightly higher risk tolerance than the most conservative investor in a conservative range.  While this model is still designed to preserve the investor’s capital over the long term, fluctuation in value (and investment losses) may occur from year to year. 

Moderate – The moderate investor is willing to accept more risk than the conservative investor is, and does not try to minimize investment losses but is probably not comfortable with and less willing to accept the short-term risk associated with achieving a long-term return substantially above the inflation rate. A moderate investor is somewhat concerned with short-term losses and would shift to a more conservative option in the event of significant short-term losses.  Achieving long-term return and safety of investment are of equal importance to the moderate investor.

Moderate Aggressive – Designed for investors with a high tolerance for risk and a longer time horizon.  This investor has little need for current income and seeks above-average growth from his/her investable assets.  The main objective of this range is capital appreciation, and these investors should be able to tolerate fluctuation in value and some losses in their portfolio values.

Aggressive - The aggressive portfolio should be constructed with the goal of maximizing long-term expected returns rather than to minimize possible short-term losses.  The aggressive investor values high returns relatively more and can tolerate both large and frequent fluctuations in portfolio value in exchange for a potentially higher long-term return. 

The Current Models

Asset allocation models allocate policy fund among different asset classes, as discussed above, and one or more specific fund portfolios is/are used within each asset class.  Just as the percentages of policy fund allocated to each asset class may change from time to time, the specific fund portfolios used within each asset class may change from time to time as the result of a number of factors, such as investment performance, style drift, the availability of fund portfolios (because of fund mergers, fund liquidations, fund closings, etc.). 

Currently, the asset allocation models are made up of the following target percentages of asset classes:

Conservative

• 61% Intermediate Bonds
• 13% Cash Equivalents
• 6% Large Cap Value
• 5% High-Yield Bonds
• 5% International Equity
• 4% Large Cap Growth
• 4% Mid Cap Equity
• 2% Hard Assets

Moderate Conservative

• 44% Intermediate Bonds
• 8% Cash Equivalents
• 11% Large Cap Value
• 5% High-Yield Bonds
• 11% International Equity
• 8% Large Cap Growth
• 7% Mid Cap Equity
• 3% Small Cap Equity
• 3% Hard Assets

Moderate

• 33% Intermediate Bonds
• 3% Cash Equivalents
• 14% Large Cap Value
• 4% High-Yield Bonds
• 16% International Equity
• 11% Large Cap Growth
• 10% Mid Cap Equity
• 5% Small Cap Equity
• 4% Hard Assets

Moderate Aggressive

• 20% Intermediate Bonds
• 18% Large Cap Value
• 3% High-Yield Bonds
• 21% International Equity
• 14% Large Cap Growth
• 13% Mid Cap Equity
• 7% Small Cap Equity
• 4% Hard Assets

Aggressive

• 5% Intermediate Bonds
• 21% Large Cap Value
• 27% International Equity
• 17% Large Cap Growth
• 15% Mid Cap Equity
• 10% Small Cap Equity
• 5% Hard Assets

Currently, the asset allocation models are made up of the following fund portfolios, by asset class:

Intermediate Bonds:

• PIMCO VIT Total Return Portfolio
• Fidelity VIP Investment Grade Bond Portfolio

Cash Equivalents:

• Fidelity VIP Money Market Portfolio

Large Cap Value:

• American Century VP Value Fund

Large Cap:

• Fidelity VIP Index 500 Portfolio

High-Yield Bonds:

• Fidelity VIP High Income Portfolio

International Equity:

• Invesco V.I. International Growth Fund
• Vanguard VIF International Portfolio

Large Cap Growth:

• MFS^® VIT Growth Series

Mid Cap Equity:

• Vanguard VIF Mid-Cap Index Portfolio

Small Cap Equity:

• Vanguard VIF Small Company Growth Portfolio
• ProFunds VP Small-Cap Value

Hard Assets:

• Van Eck VIP Global Hard Assets Fund

Selecting an Asset Allocation Model

If You participate in the asset allocation program, then You must complete a questionnaire that, among other things, solicits information about Your personal investment risk tolerance, investment time horizon, financial goals and other factors.  Based on Your responses to that questionnaire, a particular asset allocation model may be suggested for Your use. 

Although You may only use one model at a time, You may elect to change to a different model at any time as Your tolerance for risk and/or Your needs and objectives change or for any other reason.  Using the questionnaire and in consultation with Your representative, You may determine a different model better meets Your risk tolerance and time horizons.  There is no fee to change to a different model.

If You elect to participate in the asset allocation program, You can also elect to become a client of Sammons Advisor Services, a division of Sammons Securities Inc., an investment advisor registered under the Investment Advisers Act of 1940 and an affiliate of Midland National.  If you have elected to become a client of Sammons Advisor Services, You will be provided with a packet of information that includes the following information:

·Sammons Advisor Services Client Agreement — 2 copies

·Midland National Authorization Form for Sammons Advisor Services

·Instructions on how to complete and submit the above referenced forms

·Part II Disclosure Brochure for Sammons Advisor Services, a division of Sammons Securities, Inc.

·Sammons Advisor Services Privacy Notice

Upon completion of the forms, Sammons Advisor Services will serve as Your investment advisor, but solely for the purpose of developing and updating the asset allocation models.  Sammons Advisor Services currently follows the recommendations of an independent third-party consultant to develop and update the models.  From time to time, Sammons Advisor Services may select a different third-party consultant to provide recommendations, to the extent permitted under applicable law, or they may develop and/or update model portfolios without retaining a third party.

It is Your responsibility to select or change Your asset allocation model.  Your representative can provide You with information that may assist You in selecting a model appropriate for Your risk tolerance.  Although the models are designed to maximize investment returns and reduce volatility for a given level of risk, there is no guarantee they will perform better than a self-directed portfolio.  A model may fail to perform as intended, or may perform worse than any single investment portfolio, asset class or different combination of investment options.  In addition, the models are subject to all of the risks associated with the separate account investment portfolios. 

Periodic Updates of Asset Allocation Models and Notices of Updates

Sammons Advisor Services, through its third-party consultant as described above, periodically reviews the models (generally on an annual basis) and may find that asset allocations within a particular model may need to be changed.  Similarly, the principal investments, investment style, or investment manager of an investment portfolio may change such that it is no longer appropriate for a model, or conversely, it may become appropriate for a model. 

If You have elected to become a client of Sammons Advisor Services, We will provide notice regarding any such changes 30 days prior to the date the changes become effective.  If You do not wish to have Your policy fund reallocated and rebalanced to the new model, You must “opt- out” of the change by notifying Us prior to the effective date of the change.  If You take no action within the allotted 30 days, Your current allocations will be automatically rebalanced to the new model on the effective date of the changes and future premium allocations will be changed to match the new model.  

Generally, You are free to move from one allocation model to another and to move in and out of the allocation models.  If You elect to opt-out of an announced model change or otherwise direct Us to reallocate Your policy fund or future premium outside of these models, Your policy fund will become a self-directed portfolio on the date the change becomes effective.  However, if You have an optional rider that limits Your investments options, and You opt out of a change or otherwise reallocate Your policy fund or premium in a way that is not permitted by the rider, then the rider will terminate. 

If You submit an opt-out notice in response to an announced model change, Your investment options and future premium allocations will not be changed until You provide Us with new instructions.  You will continue to receive notifications of future model changes for as long as Your agreement with Sammons Advisor Services is in effect.  If You wish to re-enter an asset allocation model in the future, You must opt-in by notifying Us in writing.

If You do not elect to become a client of Sammons Advisor Services, You will not be notified of changes to the asset allocation models and Your policy fund and future premiums will not be reallocated to the new model.  Your policy fund and future premium allocations will remain static based on the model that was in effect at the time You elected the model unless You provide Us with new instructions.

Other Information

For more information about Sammons Advisor Services and its role as investment advisor for the asset allocation models, please see the Part II Disclosure Brochure for Sammons Advisor Services, a division of Sammons Securities, Inc., which is available to You at no charge.  This document contains information required by Part II of its Form ADV, which is the SEC investment advisor registration form.  Your representative can provide You with this disclosure brochure or You can request a copy by writing to Sammons Advisor Services, Variable Life, One Sammons Plaza, Sioux Falls, SD  57193 or by calling 800-272-1642. 

Midland National may perform certain administrative functions on behalf of our affiliate, Sammons Advisor Services, including but not limited to communication regarding its recommendations and services on its behalf.  However, We are not registered as an investment advisor and are not providing any investment advice in making asset allocation models or self-directed portfolios available to Our policy owners.  Furthermore, Your registered representative is not providing any investment advice related to the asset allocation program.

USING YOUR POLICY FUND

The Policy Fund

Your policy fund is the sum of Your amounts in the various investment divisions and in the General Account (including any amount in Our General Account securing a policy loan). Your policy fund reflects various charges. See “DEDUCTIONS AND CHARGES” on page 62. Monthly deductions are made on the policy date and on the first day of each policy month. Transaction and surrender charges are made on the effective date of the transaction. Charges against Our Separate Account are reflected daily.

Your policy fund begins with Your first premium payment.  From Your premium We deduct a premium charge, any applicable service charge, and the first monthly deduction as described in the “Deductions From Your Premiums” section on page 62.  The balance of the premium is Your beginning policy fund.

Your policy fund reflects:

·the amount and frequency of premium payments,

·deductions for the cost of insurance, additional benefits and other charges,

·the investment performance of Your chosen investment divisions,

·interest earned on amounts allocated to the General Account,

·the impact of loans, and

·the impact of partial withdrawals.

We guarantee amounts allocated to the General Account. The guarantee is subject to Our financial strength and claims-paying ability.  There is no guaranteed minimum policy fund for amounts allocated to the investment divisions of Our Separate Account. An investment division’s performance will cause Your policy fund to go up or down. You bear that investment risk.

Amounts In Our Separate Account

Amounts allocated or transferred to the investment division are used to purchase accumulation units. Accumulation units of an investment division are purchased when You allocate net premiums, repay loans or transfer amounts to that division. Accumulation units are redeemed when You make withdrawals, when You transfer amounts from an investment division (including transfers for loans), when We make monthly deductions and charges, and when We pay the death benefit. The number of accumulation units purchased or redeemed in an investment division is calculated by dividing the dollar amount of the transaction by the division’s accumulation unit value next determined at the end of the business day on which the transaction occurs; if the transaction occurs after 3:00 p.m. Central Time, then we will use the investment division's accumulation unit value on the next business day.  The value You have in an investment division is the accumulation unit value times the number of accumulation units credited to You. The number of accumulation units credited to You will not vary because of changes in accumulation unit values.

How We Determine The Accumulation Unit Value

We determine accumulation unit values for the investment divisions at the end of each business day. Accumulation unit values fluctuate with the investment performance of the corresponding portfolios of the funds. They reflect investment income, the portfolio’s realized and unrealized capital gains and losses, the funds’ expenses, and Our deductions and charges. The accumulation unit value for each investment division is set at $10.00 on the first day there are policy transactions in Our Separate Account associated with these policies. After that, the accumulation unit value for any business day is equal to the accumulation unit value for the previous business day multiplied by the net investment factor for that division on that business day.

We determine the net investment factor for each investment division every business day as follows:

·We take the value of the shares belonging to the division in the corresponding fund portfolio at the close of business that day (before giving effect to any policy transactions for that day, such as premium payments or surrenders). We use the share value reported to Us by the fund.

·We add any dividends or capital gains distributions paid by the portfolio on that day.

·We divide this amount by the value of the amounts in the investment division at the close of business on the preceding business day (after giving effect to any policy transactions on that day).

·We subtract a daily asset charge for each calendar day between business days (for example, a Monday calculation may include charges for Saturday and Sunday). The daily charge is .0024547% during the first 10 policy years, which is an effective annual rate of 0.90%. After the 10^th policy year this charge is at an effective annual rate of 0.10%.

·We may also subtract any daily charge for taxes or amounts set aside as tax reserves.

Policy Fund Transactions and “Good Order”

The transactions described below may have different effects on Your policy fund,death benefit, face amount or cost of insurance deductions. You should consider the net effects before making any policy fund transactions. Certain transactions have fees. Remember that upon completion of these transactions, You may not have Your policy fund allocated to more than 10 investment divisions.

Good Order.  We cannot process Your requests for transactions relating to Your policy fund until We have received them in good order at Our Executive Office.  “Good order” means the actual receipt of the requested transaction in writing, along with all information and supporting legal documentation necessary to effect the transaction.  This information and documentation generally includes, to the extent applicable, Your completed application, the policy number, the transaction amount (in dollars), the full names of and allocations to and/or from the investment divisions affected by the requested transaction, the signatures of all policy owners, exactly as registered on the policy, social security number or taxpayer I.D., and any other information or supporting documentation that we may require.  With respect to purchase requests, “good order” also generally includes receipt of sufficient funds by Us to effect the purchase.  We may, in Our sole discretion, determine whether any particular transaction request is in good order, and We reserve the right to change or waive any good order requirements at any time.

Transfer Of Policy Fund

You may transfer amounts among the investment divisions and between the General Account and any investment divisions. To make a transfer of policy fund, write to Our Executive Officeat the address shown on page one of this prospectus.  You may also call-in Your requests to Our Executive Office toll-free at (800) 272-1642 or fax Your requests to Our Executive Office at (605)373-8557.  Any requests sent to other numbers may not be considered received in Our Executive Office. Currently, You may make an unlimited number of free transfers of policy fund in each policy year(subject to “Transfer Limitations” below).  However, We reserve the right to assess a $25 charge for each transfer after the 12^th in a policy year. We reserve the right to eliminate and/or severely restrict the transfer privilege in any manner We deem appropriate for some, all or specific policy owners.  If We charge You for making a transfer, then We will allocate the charges as described under “Deductions and Charges - How Policy Fund Charges Are Allocated” on page 65. Although a single transfer request may include multiple transfers, it will be considered a single transfer for the purpose of assessing any transfer charge.

The total amount that can be transferred from the General Account to the Separate Account, in any policy year, cannot exceed the larger of:

1.25% of the unloaned amount in the General Account at the beginning of the policy year, or

2.$25,000. (We reserve the right to decrease this to $1,000.)

These limits do not apply to transfers made in a Dollar Cost Averaging program, Enhanced Dollar Cost Averaging program or Portfolio Rebalancing program that extends over a time period of 12 or more months.

Completed transfer requests received, in good order, at Our Executive Office before the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed transfer request after the close of regular trading on the New York Stock Exchange, We will process the transfer request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange.

The minimum transfer amount is $200. The minimum amount does not have to come from or be transferred to just one investment division. The only requirement is that the total amount transferred that day equals the minimum transfer amount.

Transfer Limitations

Frequent, large, programmed or short-term transfers among investment divisions, such as those associated with “market timing” transactions, can adversely affect the portfolios and the returns achieved by policy owners.  In particular, such transfers may dilute the value of the portfolios’ shares, interfere with the efficient management of the portfolios’ investments, and increase brokerage and administrative costs of the portfolios.  In order to try to protect Our policy owners and the portfolios from potentially harmful trading activity, We have implemented certain market timing policies and procedures (the “market timing procedures”).  Our market timing procedures are designed to detect and prevent frequent or short-term transfer activity among the investment divisions of the Separate Account that may adversely affect other policy owners or portfolio shareholders.

More specifically, currently Our market timing procedures are intended to detect potentially harmful trading or transfer activity by monitoring for any two interfund transfer requests on a policy within a five business day period, in which the requests are moving to and from identical subaccounts (for example, a transfer from MFS VIT New Discovery Series to Fidelity VIP Money Market, followed by a transfer from Fidelity VIP Money Market back to MFS VIT New Discovery within five business days).

We will review transfer requests, daily blotters, and transaction logs in an attempt to identify transfers that exceed these transfer parameters.  When We identify a second trade within five days of the first, We will review those transfers (and other transfers in the same policy) to determine if, in Our judgment, the transfers are part of a market timing strategy or otherwise have the potential to be harmful.  We will honor and process the second transfer request, but if We believe that the activity is potentially harmful, We will suspend that policy’s transfer privileges and We will not accept another transfer request for 14 business days.  We will attempt to inform the policy owner (or registered representative) by telephone that their transfers have been deemed potentially harmful to others and that their transfer privilege is suspended for 14 days.  If We do not succeed in reaching the policy owner or registered representative by phone, We will send a letter by first class mail to the policy owner’s address of record.

We apply Our market timing procedures to all of the investment divisions available under the policy, including those investment divisions that invest in portfolios that affirmatively permit frequent and short-term trading (such as the ProFunds portfolios). However, We offer other variable products that do not apply market-timing procedures with respect to those portfolios (that is, frequent or short-term trading is permitted). In addition, other insurance company’s offer variable life insurance and annuity contracts that may permit short-term and frequent trading in those portfolios. Therefore, if You allocate premiums or your policy fund to investment divisions that invest in the ProFunds portfolios, You may indirectly bear the effects of market timing or other frequent trading. These portfolios might not be appropriate for long-term investors.

In addition to Our own market timing procedures, managers of the investment portfolios might contact Us if they believe or suspect that there is market timing or other potentially harmful trading, and, if so, We will take appropriate action to protect others.  In particular, We may, and We reserve the right to, reverse a potentially harmful transfer.   If so, We will inform the policy owner and/or registered representative.  The policy owner will bear any investment loss involved in a reversal.

To the extent permitted by applicable law, We reserve the right to delay or reject a transfer request at any time that We are unable to purchase or redeem shares of any of the portfolios available through Separate Account A, because of any refusal or restriction on purchases or redemptions of their shares on the part of the managers of the investment portfolios as a result of their own policies and procedures on market timing activities or other potentially abusive transfers.  If this occurs, We will attempt to contact You by telephone for further instructions.  If We are unable to contact You within 5 business days after We have been advised that Your transfer request has been refused or delayed by the investment portfolio manager, the amount intended for transfer will be retained in or returned to the originating investment division.

You should be aware that, as required by SEC regulation, We have entered into a written agreement with each underlying fund or principal underwriter that obligates Us to provide the fund, upon written request, with information about You and Your trading activities in the investment divisions investing in the fund’s portfolios.  In addition, We are obligated to execute instructions from the funds that may require Us to restrict or prohibit Your investment in a specific investment division investing in a fund portfolio if the corresponding fund identifies You as violating the frequent trading policies that the fund has established for that portfolio.  You should read the prospectuses of the portfolios for more details on their ability to refuse of restrict purchases or transfers of their shares.

If We receive a premium payment from You with instructions to allocate it into a portfolio of a fund that has directed Us to restrict or prohibit Your trades into the investment division investing in the same portfolio, then We will request new allocation instructions from You.  If You request a transfer into an investment division investing in a portfolio of a fund that has directed Us to restrict or prohibit Your trades, then We will not effect the transfer.

In Our sole discretion, We may revise Our market timing procedures at any time without prior notice as We deem necessary or appropriate to better detect and deter frequent, programmed, large, or short-term transfers that may adversely affect other policy owners or portfolio shareholders, to comply with state or federal regulatory requirements, or to impose additional or alternate restrictions on market timers (such as dollar or percentage limits on transfers).  We may change Our parameters to monitor for a different number of transfers with different time periods, and We may include other factors, such as the size of transfers made by policy owners within given periods of time, as well as the number of “round trip” transfers into and out of particular investment divisions.  For purposes of applying the parameters used to detect potential market timing and other potentially harmful activity, We may aggregate transfers made in two or more policies that We believe are connected (for example, two policies with the same owner, or owned by spouses, or owned by different partnerships or corporations that are under common control, etc.).

We do not include transfers made pursuant to the dollar cost averaging program, enhanced dollar cost averaging program, and portfolio rebalancing program in these limitations.  We may vary Our market timing procedures from investment division to investment division, and may be more restrictive with regard to certain investment divisions than others.  We may not always apply these detections methods to investment divisions investing in portfolios that, in Our judgment, would not be particularly attractive to market timers or otherwise susceptible to harm by frequent transfers.

We reserve the right to place restrictions on the methods of implementing transfers for all policy owners that We believe might otherwise engage in trading activity that is harmful to others.  For example, We might only accept transfers by original “wet” policy owner signature conveyed through the U.S. mail (that is, We can refuse transfer requests submitted by phone, facsimile, e-mail or by any other electronic means).  We also reserve the right to implement and administer redemption fees imposed by one or more of the portfolios in the future.

Policy owners seeking to engage in frequent, programmed, large, or short-term transfer activity may deploy a variety of strategies to avoid detection.  Our ability to detect and deter such transfer activity is limited by operational systems and technological limitations.  In addition, the terms of the policy may also limit Our ability to restrict or deter harmful transfers.  Furthermore, the identification of policy owners determined to be engaged in transfer activity that may adversely affect other policy owners or portfolios’ shareholders involves judgments that are inherently subjective.  Accordingly, despite Our best efforts, We cannot guarantee that Our market timing procedures will detect every potential market timer.  Some market timers may get through our controls undetected and may cause dilution in unit values for others.  We apply Our market timing procedures consistently to all policy owners without special arrangement, waiver, or exception.  We may vary Our market timing procedures among Our other variable insurance products to account for differences in various factors, such as operational systems and contract provisions.  In addition, because other insurance companies and/or retirement plans may invest in the portfolios, We cannot guarantee that the portfolios will not suffer harm from frequent, programmed, large, or short-term transfers among investment divisions of variable contracts issued by other insurance companies or among investment options available to retirement plan participants.

Dollar Cost Averaging

The Dollar Cost Averaging (DCA) program enables You to make monthly transfers of a predetermined dollar amount from the DCA source account (any investment division or the General Account) into one or more of the investment divisions. By allocating monthly, as opposed to allocating the total amount at one time, You may reduce the impact of market fluctuations. This plan of investing does not insure a profit or protect against a loss in declining markets. The minimum monthly amount to be transferred using DCA is $200.

You can elect the DCA program at any time. You must complete the proper request form and send it to Us at Our Executive Office, and there must be a sufficient amount in the DCA source account. The minimum amount required in the DCA source account for DCA to begin is the sum of $2,400 and the minimum premium. You can get a sufficient amount by paying a premium with the DCA request form, allocating net premiums, or transferring amounts to the DCA source account. The DCA election will specify:

a.the DCA source account from which DCA transfers will be made,

b.that any money received with the form is to be placed into the DCA source account,

c.the total monthly amount to be transferred to the other investment divisions, and

d.how that monthly amount is to be allocated among the investment divisions.

The DCA request form must be received with any premium payments You intend to apply to DCA.

Once DCA is elected, additional net premiums can be deposited into the DCA source account by sending them in with a DCA request form. All amounts in the DCA source account will be available for transfer under the DCA program.

Any net premium payment received while the DCA program is in effect will be allocated using the allocation percentages from the DCA request form, unless You specify otherwise. You may change the DCA allocation percentages or DCA transfer amounts twice during a policy year.

If it is requested when the policy is issued, then DCA will start at the beginning of the 2^nd policy month. If it is requested after issue, then DCA will start at the beginning of the 1^st policy month which occurs at least 30 days after the request is received.

DCA will last until the value in the DCA source account is exhausted or until We receive Your written termination request. DCA automatically terminates on the maturity date.

We do not charge any specific fees for You to participate in a DCA program. However, transfers made through a DCA program which only extends for fewer than 12 months will be included in counting the number of transfers of policy fund. While We currently allow an unlimited number of free transfers, We do reserve the right to charge for each transfer after the 12^th one in any policy year.

We reserve the right to end the DCA program by sending You one month’s notice.

Enhanced Dollar Cost Averaging (EDCA)

By current Company practice, if the source account is the General Account, We will pay an effective annual interest rate of 10% on the declining balance in the General Account until the end of the first policy year on monies allocated into the EDCA program during the first four policy months. Neither the EDCA program nor the 10% annual effective rate is guaranteed and both are subject to change without notice.  There is no charge for this feature.

Portfolio Rebalancing

The Portfolio Rebalancing Option allows policyowners, who are not participating in a Dollar Cost Averaging program, to have the Company automatically reset the percentage of policy fund allocated to each investment division to a pre-set level. For example, You may wish to specify that 30% of Your policy fund be allocated to the Fidelity VIP Growth investment division, 40% in the Fidelity VIP High Income investment division and 30% in Fidelity VIP Overseas investment division. Over time, the variations in the investment division’s investment results will shift the percentage allocations of Your policy fund. If You elect this option, then at each policy anniversary, We will transfer amounts needed to “balance” the policy fund to the specified percentages selected by You.

Rebalancing is not available to amounts in the General Account. Rebalancing may result in transferring amounts from an investment division earning a relatively high return to one earning a relatively low return.

Even with a Portfolio Rebalancing Option, You can only allocate Your total policy fund in up to at most 10 investment divisions. Portfolio Rebalancing will remain in effect until We receive Your written termination request.  We reserve the right to end the Portfolio Rebalancing Option by sending You one month’s notice. Contact Us at Our Executive Office to elect the Portfolio Rebalancing Option.

We do not charge any specific fees for You to participate in a portfolio rebalancing program. However, transfers made through a portfolio rebalancing program which only extends for fewer than 12 months will be included in counting the number of transfers of policy fund. While We currently allow an unlimited number of free transfers, We do reserve the right to charge for each transfer after the 12^th one in any policy year.

Automatic Distribution Option

You may choose to receive automatic distributions of Your net cash surrender value on a monthly, quarterly, semi-annual, or annual basis at any time by completing the Request for Automatic Distributions form and sending it to Us.  This option allows You to receive periodic income from Your policy’s net cash surrender value by simply filling out one form and allowing Us to process the necessary loans and partial withdrawals.  While this option is available at any time during the life of Your policy, it is best to delay distributions from Your life insurance policy for as long as possible.  Any distributions that You take from Your policy result in reductions to the policy proceeds payable at the time of the insured’s death and policy fund of the policy.  This automatic distribution option is mainly intended for distributions after Your surrender charge period has expired and is often used during retirement years.

When We receive the completed Automatic Distribution form, We will begin processing partial withdrawals on the following monthly anniversary.  Such partial withdrawals will be taken from the net cash surrender value in the amount and frequency You selected until We have distributed an amount equal to all premiums paid.  Partial withdrawals processed under the automatic distribution option will not be subject to the $25 dollar fee that We normally charge when there is more than one partial withdrawal in a policy year.  When the amount distributed equals the amount of all premiums paid, We will begin processing loans in the amount and frequency You selected for as long as the policy’s net cash surrender value will support these loans.

The automatic distributions will continue until You send Us a written request to discontinue the distributions or until the policy’s net cash surrender value is insufficient to support additional withdrawals or loans.  There is not a separate charge for the automatic distribution option.  Any policy loans or partial withdrawals will result in a reduction to the policy proceeds from what would otherwise be payable to Your beneficiary at the insured’s death and the policy’s policy fund.   There may be tax consequences in taking automatic distributions from Your policy if it is or becomes a modified endowment contract.  Please consult a tax advisor prior to beginning an automatic distribution program so that You are knowledgeable about the tax impact of any partial withdrawals and policy loans.

Policy Loans

Using only Your policy as security, You may borrow up to 92% of the netcash surrender value (the policy fund less the surrender charge minus any policy debt). If You request an additional loan, then the outstanding loan and loan interest will be added to the additional loan amount and the original loan will be canceled. Thus, You will only have one outstanding loan.

A loan taken from, or secured by, a policy may have federal income tax consequences. See “Tax Effects” on page 68.

You may request a loan by contacting Our Executive Office. You should tell Us how much of the loan You want taken from Your unloaned amount in the General Account or from the Separate Accountinvestment divisions. If You do not tell Us how to allocate Your loan, the loan will be allocated according to Your deduction allocation percentages as described under “How Policy Fund Charges Are Allocated” on page 65. If the loan cannot be allocated this way, then We will allocate it in proportion to the unloaned amounts of Your policy fund in the

General Account and each investment division. We will redeem units from each investment

division equal in value to the amount of the loan allocated to that investment division (and transfer these amounts to the General Account).

If You use a third party registered investment adviser in connection with allocations among the investment divisions, You can request that We take loans from Your policy to pay the advisory fees provided We have received documentation from You and Your adviser.  This does not constitute Us providing investment advice.  Before taking a policy loan, You should consult a tax advisor to consider the tax consequences of a loan on Your life insurance policy.  See “Tax Effects” on page 68.

Interest Credited on Policy Loans: The portion of the General Account that is equal to the policy loan will be credited with interest at a rate of 3.5% per year.

Policy Loan Interest Charged: After the 5^th policy year, We guarantee that We will offer zero cost loans on the full loan value. The annual interest rate charged on zero cost loans is guaranteed to be 3.5% (which is the same rate We guarantee to credit on zero cost loans). We guarantee this rate unless a higher interest rate is required by the Internal Revenue Service. If the Internal Revenue Service requires a higher policy loan interest rate, We will charge the minimum interest rate allowed. A zero cost loan may have tax consequences. See “Tax Effects” on page 68.

Currently, the annual interest rate We charge on standard loans is 5.5%. We guarantee that the rate charged on standard loans will not exceed 8% per year.

Interest is due on each policy anniversaryor, if earlier, on the date of loan repayment, policy lapse, surrender, policy termination, or the Insured’s death. If You do not pay the interest when it is due, then it will be added to Your outstanding loan and allocated based on the deduction allocation percentages for Your policy fund. This means We make an additional loan to pay the interest and will transfer amounts from the General Account or the investment divisions to make the loan. If We cannot allocate the interest based on these percentages, then We will allocate it as described above.

Repaying the Loan: You may repay all or part of a policy loan while Your policy is inforce. While You have a policy loan, We assume that any money You send Us is meant to repay the loan. If You wish to have any of these payments serve as premium payments, then You must tell Us in writing.

You may choose how You want Us to allocate Your repayments. If You do not give Us instructions, We will allocate Your repayments based on Your premium allocation percentages.

The Effects Of A Policy Loan On Your Policy Fund: A loan against Your policy will have a permanent effect on Your policy fund and benefits, even if the loan is repaid. When You borrow on Your policy, We transfer Your loan amount into Our General Account where it earns a declared rate of interest. You cannot invest that loan amount in any Separate Accountinvestment divisions. You may earn more or less on the loan amount, depending on the performance of the investment divisions and whether they are better or worse than the 3.5% annual interest We credit on the portion of the General Account securing the loan.  A policy loan will reduce the policy’s ultimate death benefit and net cash surrender value.

Your Policy May Lapse: Your loan may affect the amount of time that Your policy remains inforce. For example, Your policy may lapse because the loaned amount cannot be used to cover the monthly deductions that are taken from Your policy fund. If these deductions are more than the net cash surrender value of Your policy, then the policy’s lapse provision may apply. Since the policy permits loans up to 92% of the cash surrender value (the policy fund less the surrender charge) minus any policy debt, loan repayments or additional premium payments may be required to keep the policy inforce, especially if You borrow the maximum.

Withdrawing Money From Your Policy Fund

You may request a partial withdrawal of Your net cash surrender value by writing to Our Executive Office. You may also fax Your requests to Our Executive Office at (605) 373-8557.  Any requests sent to another number may not be considered received in Our Executive Office.If You make more than one partial withdrawal in a policy year, We will impose a partial withdrawal charge as explained in the paragraph entitled “Withdrawal Charges” listed below.   Partial withdrawals are subject to certain conditions. They must:

·be at least $200,

·in the first policy year, total no more than 50% of the net cash surrender value (the limit is 90% in subsequent policy years),

·allow the death benefit to remain above the minimum for which We would issue the policy at that time, and

·allow the policy to still qualify as life insurance under applicable tax law.

You may specify how much of the withdrawal You want taken from each investment division and Our General Account.  If You do not tell Us, then We will make the withdrawal as described in “Deductions and Charges - How Policy Fund Charges Are Allocated” on page 65.

Completed partial withdrawal requests received, in good order, at Our Executive Office before the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed partial withdrawal request after the close of regular trading on the New York Stock Exchange, We will process the partial withdrawal request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange.

In general, We do not permit You to make a withdrawal of monies for which Your premium check has not cleared Your bank.

Withdrawal Charges. When You make a partial withdrawal more than once in a policy year, a charge of $25 (or 2% of the amount withdrawn, whichever is less), will be deducted from Your policy fund. If You do not give Us instructions for deducting the charge, then it will be deducted as described under “Deductions and Charges - How Policy Fund Charges Are Allocated” on page 65.  This charge does not apply to withdrawals under the Automatic Distribution Option.

The Effects Of A Partial Withdrawal. A partial withdrawal reduces the amount in Your policy fund, the cash surrender value and generally the death benefit on a dollar-for-dollar basis. However, if the death benefit is based on the corridor percentage multiple, then the death benefit reduction could be greater. If You have elected death benefit option 1, then We will also reduce the face amount of Your policy so that there will be no change in the net amount at risk.

We will send You a new Schedule of Policy Benefits to reflect this change. Both the withdrawal and any reductions will be effective as of the business day We receive Your request at Our Executive Office if it is received before 3:00 p.m. Central Time.  If we receive Your request at our Executive Office after 3:00 p.m. Central Time, then it will be effective on the following business day.

Depending on individual circumstances, a policy loan might be better than a partial withdrawal if You need temporary cash. A withdrawal may have tax consequences. See “Tax Effects” on page 68.

Surrendering Your Policy

You may surrender Your policy for its net cash surrender value while the Insured person is living. You do this by sending both a written request and the policy to Our Executive Office. If You surrender Your policy or allow it to lapse during the surrender charge period, We will assess a surrender charge.  The net cash surrender value equals the cash surrender value minus any contract debt.  The net cash surrender value may be very low, especially during the early policy years.  During the surrender charge period (this period of time is the earlier of (a)15 policy years after the date of issue or an increase in face amount or (b) attained age 95), the cash surrender value is the policy fund minus the surrender charge. After the surrender charge period, the cash surrender value equals the policy fund. We will compute the net cash surrender value as of the business day We receive Your request and policy at Our Executive Office. All of Your insurance coverage will end on that date.

Completed surrender requests received in good order at Our Executive Office before the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed surrender request after the close of regular trading on the New York Stock Exchange, We will process the surrender request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange.

A surrender may have income tax consequences.  See “Tax Effects” on page 68.

THE GENERAL ACCOUNT

You may allocate all or some of Your policy fund to the General Account. The General Account pays interest at a declared rate. We guarantee the principal after deductions .The General Account supports Our insurance and annuity obligations. Any amounts in the General Account are subject to Our financial strength and claims-paying ability and our long-term ability to make such payments.  We issue other types of insurance policies as well, and we also pay our obligations under those products from our assets in the General Account.

Because of applicable exemptive and exclusionary provisions, interests in the General Account have not been registered under the Securities Act of 1933, and the General Account has not been registered as an investment company under the Investment Company Act of 1940. Accordingly, neither the General Account nor any interests therein are generally subject to regulation under the 1933 Act or the 1940 Act. We have been advised that the staff of the SEC has not made a review of the disclosures which are included in this prospectus for Your information and which relate to the General Account.

You may accumulate amounts in the General Account by:

·allocating net premium and loan payments,

·transferring amounts from the investment divisions,

·securing any policy loans, or

·earning interest on amounts You already have in the General Account.

This amount is reduced by transfers, withdrawals and allocated deductions.

We pay interest on all Your amounts in the General Account. The annual interest rates will never be less than 3.5%. We may, at Our sole discretion, credit interest in excess of 3.5% per year.You assume the risk that interest credited may not exceed 3.5% per year. We may pay different rates on unloaned and loaned amounts in the General Account. Interest compounds daily at an effective annual rate that equals the annual rate We declare.

You may request a transfer between the General Account and one or more of the investment divisions, within limits. See “Transfer Of Policy Fund” on page 53.

The General Account may not be available in all states. Your state of issue will determine if the General Account is available on Your policy. Please check Your policy form to see if the General Account is available on Your policy.

DEDUCTIONS AND CHARGES

Deductions From Your Premiums

We deduct a premium charge, and in some cases a service charge from each premium upon receipt. The rest of each premium (called the net premium) is placed in Your policy fund.

Since this charge is a percentage of paid premiums, the amount of the charge will vary with the amount of premium.

Premium Charge. We deduct a 6.5% premium charge from each premium payment (for policies issued after May 1, 2003, with a face amount of insurance of $1,000,000 or more, the charge is 6.0%). Currently, We plan to eliminate this charge after 15 policy years – this is not guaranteed. This charge partially reimburses Us for premium taxes We incur and for the selling and distribution costs of this policy. The percentage We estimate to be paid for premium taxes is an average of what We anticipate owing, and therefore, may exceed that actual rate imposed by Your state.  This is a tax to Midland National so You cannot deduct it on Your income tax return. 

Our selling and distribution costs include commissions and the costs of preparing sales literature and printing prospectuses. (We also deduct a surrender charge if You surrender Your policy for its net cash surrender value or let Your policy lapse during the surrender charge period. See “Surrender Charge” on page 66.)

Civil Service Allotment Service Charge. If You have chosen the Civil Service Allotment Mode, then We deduct an additional $.46 (forty-six cents) from each premium payment. This $.46 covers the extra expenses We incur in processing bi-weekly premium payments.

Charges Against The Separate Account

Fees and charges allocated to the investment divisions reduce the amount in Your policy fund.

Mortality and Expense Risks. We charge for assuming mortality and expense risks. We guarantee that monthly administrative and insurance deductions from Your policy fund will never be greater than the maximum amounts shown in Your policy. The mortality risk We assume is that Insured people will live for shorter periods than We estimated. When this happens, We have to pay a greater amount of death benefits than We expected. The expense risk We assume is that the cost of issuing and administering policies will be greater than We expected. We deduct a daily charge for mortality and expense risks at an effective annual rate of 0.90% of the value of the assets in the Separate Account attributable to the policy for the first ten policy years, and 0.10% thereafter. The investment divisions’ accumulation unit values reflect this charge. See “Using Your Policy - How We Determine The Accumulation Unit Value” on page 52. If the money We collect from this charge is not needed, then We profit. We expect to make money from this charge. To the extent sales expenses are not covered by the premium load and surrender charge, Our General Account assets, which may include amounts derived from this mortality and expense risk charge, will be used to cover sales expenses.

Tax Reserve. We reserve the right to charge for taxes or tax reserves, which may reduce the investment performance of the investment divisions. Currently, no such charge is made.

Monthly Deduction From Your Policy Fund

At the beginning of each policy month (including the policy date), the following three deductions are taken from Your policy fund:

1.Expense Charge: This charge is $7.00 per month. We currently intend to reduce this charge to $4 per month  after the 15^th policy year (this reduction is not guaranteed). This charge covers the continuing costs of maintaining Your policy, such as premium billing and collections, claim processing, policy transactions, record keeping, communications with owners and other expense and overhead items.

2.Charges for Additional Benefits: Monthly deductions are made for the cost of certain additional benefits. (There is no separate charge for the Additional No Lapse Guarantee Option Rider, the Benefit Extension Rider, or the Extended Maturity Option Rider.) With the exception of the Living Needs Rider, and the Accelerated Benefit Riders—Terminal Illness and Chronic Illness, the charges for any additional benefits You select will be deducted on the policy rider date and each monthly anniversary thereafter.  See the “Fee Table” on page 14 and “Additional Benefits” starting on page 31.  We may change these charges, but Your policy contains tables showing the guaranteed maximum rates for all of these insurance costs.

3.Cost of Insurance Deduction: The cost of insurance deduction is Our current monthly cost of insurance rate times the net amount at risk at the beginning of the policy month. The net amount at risk is the difference between Your death benefit and Your policy fund. If the current death benefit for the month is increased due to the requirements of federal tax law, then Your net amount at risk for the month will also increase. For this purpose, Your policy fund amount is determined before deduction of the cost of insurance deduction, but after all of the other deductions due on that date. The amount of the cost of insurance deduction will vary from month to month with changes in the net amount at risk. We may profit from this charge.

The cost of insurance rate is based on a number of factors, including, but not limited to, the sex, attained age, face amount of insurance, and rating class of the Insured person at the time of the charge. (In Montana, there are no distinctions based on sex.) We place the Insured person that is a standard risk in the following rate classes: preferred plus non-smoker, preferred non-smoker, non-smoker, preferred smoker and smoker. The Insured person may also be placed in a rate class involving a higher mortality risk, known as a substandard class. We may change the cost of insurance rates, but they will never be more than the guaranteed maximum rates set forth in Your policy. The maximum charges are based on the charges specified in the Commissioner’s 1980 Standard Ordinary Mortality Table. The table below shows the current and guaranteed maximum monthly cost of insurance rates per $1,000 of amount at risk for a male, preferred, nonsmoker, standard risk at various ages for the first policy year, with an initial face amount of insurance of $200,000 in the fist policy year.

Illustrative Table of Monthly Cost of Insurance Rates

(Rounded) per $1,000 of Net Amount at Risk

Male Issue Age	Guaranteed Maximum Rate	Current ( Male Preferred Non-Smoker Rate)
25	.13	.10
35	.14	.11
45	.29	.19
55	.69	.37
65	1.87	.87

For example, a male preferred non-smoker, age 35 with a $200,000 face amountdeath benefit option 1 policy and an initial premium of $1,000, the first monthly deduction (taken on the date the policy is issued) is $28.90. This example assumes the current monthly expense charge of $7.00 and the current cost of insurance deduction of $21.90. The $21.90 is calculated by multiplying the current monthly cost of insurance rate per $1,000 ($0.11) times the amount at risk ($200,000 face less the initial cash value of $928 which is $1,000 of premium less the $65 for the premium charge less the $7.00 expense charge). This example assumes that there are no charges for riders or other additional benefits.

The preferred smoker cost of insurance rates are lower than the smoker cost of insurance rates, and the non-smoker rates are lower than the preferred smoker rates. To qualify for the non-smoker rates, an Insured must be a standard risk and must meet additional requirements that relate to smoking habits. The reduced cost of insurance rates depends on such variables as the attained age and the sex of the Insured.

The preferred plus non-smoker cost of insurance rates are lower than the preferred non-smoker cost of insurance rates, and the preferred non-smoker rates are lower than the non-smoker cost of insurance rates. To qualify for the preferred plus non-smoker and preferred non-smoker class, the Insured person must be age 20 or over and meet certain underwriting requirements.

Current cost of insurance rates also depend on the initial face amount of insurance.  The charge is generally lower for policies with an initial face amount of insurance of $100,000 or more than for policies with lower face amounts, and lower still for amounts of $1,000,000 or more (this is known as “banding”).

If the policy is purchased in connection with an employment-related insurance or benefit plan, employers and employee organizations should consider, in consultation with counsel, the impact of Title VII of the Civil Rights Act of 1964. In 1983, the United States Supreme Court held that under Title VII, optional annuity benefits under a deferred compensation plan could not vary on the basis of sex.

Changes in Monthly Deductions. Any changes in the cost of insurance, charges for additional benefits or expense charges will be by class of Insured and will be based on changes in future expectations of investment earnings, mortality, the length of time policies will remain in effect, expenses and taxes.

Automatic Benefit Increase Provision Rider Charges. Please see “APPENDIX B” on page 89 for information on this rider.

Transaction Charges

In addition to the deductions described above, We charge fees for certain policy transactions:

·Partial Withdrawal of net cash surrender value. You may make one partial withdrawal during each policy year without a charge. There is an administrative charge of $25 or 2 percent of the amount withdrawn, whichever is less, each time You make a partial withdrawal if more than one withdrawal is made during a year.  This charge does not apply to withdrawals under the Automatic Distribution Option.

·Transfers. Currently, We do not charge when You make transfers of policy fund among investment divisions. We reserve the right to assess a $25 charge for each transfer after the twelfth in a policy year.

How Policy Fund Charges Are Allocated

Generally, deductions from Your policy fund for monthly or partial withdrawal charges are made from the investment divisions and the unloaned portion of the General Account. They are made in accordance with Your specified deduction allocation percentages unless You instruct Us otherwise. Your deduction allocation percentages may be any whole numbers (from 0 to 100) which add up to 100. You may change Your deduction allocation percentages by writing to Our Executive Office. Changes will be effective as of the date We receive them in good order.

If We cannot make a deduction in accordance with these percentages, We will make it based on the proportion of (a) to (b) where (a) is Your unloaned amounts in the General Account and Your amounts in the investment divisions and (b) is the total unloaned amount of Your policy fund.

Deductions for transfer charges are made equally between the investment divisions from which the transfer was made. For example, if the transfer is made from two investment divisions, then the transfer charge assessed to each of the investment divisions will be $12.50.

Loan Charge

Loan interest is charged in arrears on the outstanding loan.  Loan interest that is unpaid when due will be added to the outstanding loan on each policy anniversary (or, if earlier, on the date of loan repayment, policy lapse, surrender, policy termination, or the Insured’s death) and will bear interest at the same rate of the loan.  We currently charge an annual interest rate of 5.5% on loans.

After offsetting the 3.5% annual interest rate that We guarantee We will credit to the portion of Our General Account securing the loan against the maximum loan interest rate of 8.0%, the maximum guaranteed net cost of the loans is 4.5% annually in policy years 1-5.  However, the current net cost of the loans is 2.0% annually in policy years 1-5.  The current net cost of 2.0% for policy years 1-5 is derived by taking the 5.5% annual interest that We currently charge on loans and reducing it by the 3.5% annual interest rate We credit to the portion of the General Account securing the standard loan.  If You take a loan after the 5^th policy year, We guarantee that the net cost of the loan will be 0%.

Surrender Charge

The surrender charge is the difference between the amount in Your policy fund and Your policy’s cash surrender value for the surrender charge period (this period of time is the earlier of 15 policy yearsafter the date of issue or increase in face amount, or attained age 95). It is a contingent charge designed to partially recover Our expenses in distributing and issuing policies which are terminated by surrender or lapse in their early years (the premium charge is also designed to partially reimburse Us for these expenses). It is a contingent load because You pay it only if You surrender Your policy (or let it lapse) during the surrender charge period. The amount of the charge in a policy year is not necessarily related to Our actual sales expenses in that year. We anticipate that the premium charge and surrender charge will not fully cover Our sales expenses. If sales expenses are not covered by the premium charge and surrender charges, We will cover them with other assets. The net cash surrender value, the amount We pay You if You surrender Your policy for cash, equals the cash surrender value minus any policy debt. The cash surrender value is the policy fund minus the surrender charge. See “Surrendering Your Policy” on page 61.

The first year surrender charge varies by the issue age, sex and class of the Insured at the time the policy is issued. The maximum charge for Your policy per $1,000 of face amount is the first year charge. The first year charge, on a per $1,000 of face amount basis, gradually decreases over the surrender charge period (this period of time is the earlier of 15 policy yearsafter the date of issue or increase in face amount, or attained age 95) and is $0.00 after the surrender charge period expires.

The following table provides some examples of the first year surrender charge. The maximum first year surrender charge for all issue ages, sexes, and classes is $52.50 per $1,000 of the face amount. The $52.50 per $1,000 of the face amountsurrender charge occurs for males issued at a smoker class with issue ages at 58 or older. Your policy will specify the actual surrender charge rate, per $1,000 of face amount, for all durations in the surrender charge period. The table below is only intended to give You an idea of the level of first year surrender charges for a few sample issue ages, sexes and classes.

Examples of First Year Surrender Charges

Per $1,000 of Face Amount

Issue Age	Sex	Class	Surrender Charge Per $1,000 of Face Amount
35	Male	Non-Smoker	$19.00
35	Male	Smoker	$22.50
55	Female	Non-Smoker	$31.00
55	Female	Smoker	$36.00
65	Male	Smoker	$52.50
65	Female	Smoker	$50.00

A face amount decrease will not reduce the surrender charge. If the face amount is increased, there will be a new or increased surrender charge and a new 15 year surrender charge period for the amount of the increase. The surrender charge for the face amount increase will equal the surrender charge for a new policy with:

a)The initial face amount set equal to the face amount increase

b)The Insured’s policy age on the policy date equal to the policy age on the date of the face amount increase; and

c)The premium class for the face amount increase

Suppose You bought Your policy at issue age 35 under a male preferred nonsmoker class with a face amount of $200,000. During the 10^th policy year, You decided to increase Your face amount by $100,000 to obtain a total face amount of $300,000. If the face amount increase was determined to be acceptable to Us under the nonsmoker class, the surrender charge for Your $100,000 of increase would be the same as the new policy with the following surrender charge criteria:

a)face amount of $100,000

b)a policy age of 44 (the increase was effective during the 10^th policy year before the policy anniversary at which You attained age 45)

c)a premium class of male nonsmoker

The original $200,000 of face amount would continue to fall under the surrender charge schedule established at the issue date of the policy, but the $100,000 of face amount increase would begin a new surrender charge schedule with the criteria stated in (a) through (c) above. At the time a face amount increase becomes effective, We will send You an endorsement to Your policy which states the surrender charge criteria and surrender charge amounts.

Portfolio Expenses

The value of the net assets of each investment division reflects the management fees and other expenses incurred by the corresponding portfolio in which the investment divisions invest.  Some portfolios also deduct 12b-1 fees from portfolio assets.  You pay these fees and expenses indirectly.  Some portfolios may impose redemption fees, which We would administer and deduct from Your Policy fund.  Any redemption fee would be retained by or paid to the portfolio and not retained by Us. For further information, consult the portfolios’ prospectuses.

Tax Effects

INTRODUCTION

The following summary provides a general description of the federal income tax considerations associated with the policy and does not purport to be complete or to cover all tax situations.  This discussion is not intended as tax advice.  Counsel or other competent tax advisors should be consulted for more complete information.  This discussion is based upon Our understanding of the present federal income tax laws.  No representation is made as to the likelihood of continuation of the present federal income tax laws or as to how they may be interpreted by the Internal Revenue Service.

TAX STATUS OF THE POLICY

In order to qualify as a life insurance policy for federal income tax purposes and to receive the tax treatment normally accorded life insurance policies under federal tax law, a policy must satisfy certain requirements which are set forth in the Internal Revenue Code. Guidance as to how these requirements are to be applied is limited.  Nevertheless, We believe that a policy issued on a standard rate class basis should satisfy the applicable requirements.  There is less guidance, however, with respect to policies issued on a substandard basis and it is not clear whether such policies will in all cases satisfy the applicable requirements particularly if You pay the full amount of premiums under the policy.  If it is subsequently determined that a policy does not satisfy the applicable requirements, We may take appropriate steps to bring the policy into compliance with such requirements and We reserve the right to restrict policy transactions in order to do so.

In some circumstances, owners of variable policies who retain excessive control over the investment of the underlying Separate Account assets may be treated as the owners of those assets and may be subject to tax on income produced by those assets.  Although published guidance in this area does not address certain aspects of the policies, We believe that the owner of a policy should not be treated as the owner of the Separate Account assets.  We reserve the right to modify the policies to bring them into conformity with applicable standards should such modification be necessary to prevent owners of the policies from being treated as the owners of the underlying Separate Account assets.

In addition, the Code requires that the investments of the Separate Account be “adequately diversified” in order for the policies to be treated as life insurance policies for federal income tax purposes.  It is intended that the Separate Account, through the funds, will satisfy these diversification requirements.

The following discussion assumes that the policy will qualify as a life insurance policy for federal income tax purposes.

TAX TREATMENT OF POLICY BENEFITS

In General

We believe that the death benefit under a policy should generally be excludible from the gross income of the beneficiary.  Federal, state and local transfer, and other tax consequences of ownership or receipt of policy proceeds depend on the circumstances of each policy owner or beneficiary.  A tax advisor should be consulted on these consequences.

Generally, the policy owner will not be deemed to be in constructive receipt of the policy cash value until there is a distribution.  When distributions from a policy occur, or when loans are taken out from or secured by a policy, the tax consequences depend on whether the policy is classified as a “modified endowment contract.”

Modified Endowment Contracts (“MEC”)

Under the Internal Revenue Code, certain life insurance policies are classified as “Modified Endowment Contracts,” (MEC) with less favorable tax treatment than other life insurance policies.  Due to the flexibility of the policies as to premiums and benefits, the individual circumstances of each policy will determine whether it is classified as a MEC.  In general a policy will be classified as a MEC if the amount of premiums paid into the policy causes the policy to fail the “7-pay test.”  A policy will fail the 7-pay test if at any time in the first seven policy years, the amount paid into the policy exceeds the sum of the level premiums that would have been paid at that point under a policy that provided for paid-up future benefits after the payment of seven level annual payments. 

If there is a reduction in the benefits under the policy during the first seven years, for example, as a result of a partial surrender, the 7-pay test will have to be reapplied as if the policy had originally been issued at the reduced face amount.  If there is a “material change” in the policy’s benefits or other terms, the policy may have to be retested as if it were a newly issued policy.  A material change may occur, for example, when there is an increase in the death benefit which is due to the payment of an unnecessary premium.  Unnecessary premiums are premiums paid into the policy which are not needed in order to provide a death benefit equal to the lowest death benefit that was payable in the first seven policy years.  To prevent Your policy from becoming a MEC, it may be necessary to limit premium payments or to limit reductions in benefits.  A current or prospective policy owner should consult a tax advisor to determine whether a policy transaction will cause the policy to be classified as a MEC.

Distributions Other Than Death Benefits from Modified Endowment Contracts

Policies classified as modified endowment contracts are subject to the following tax rules:

(1)All distributions other than death benefits, including distributions upon surrender and withdrawals, from a modified endowment contract will be treated first as distributions of gain taxable as ordinary income and as tax-free recovery of the policy owner’s investment in the policy only after all gain has been distributed.

(2)Loans taken from or secured by a policy classified as a modified endowment contract are treated as distributions and taxed accordingly.

(3)A 10 percent additional income tax is imposed on the amount subject to tax except where the distribution or loan is made when the policy owner has attained age 59½ or is disabled, or where the distribution is part of a series of substantially equal periodic payments for the life (or life expectancy) of the policy owner or the joint lives (or joint life expectancies) of the policy owner and the policy owner’s beneficiary or designated beneficiary.

If a policy becomes a modified endowment contract, distributions that occur during the policy year will be taxed as distributions from a modified endowment contract.  In addition, distributions from a policy within two years before it becomes a modified endowment contract will be taxed in this manner.  This means that a distribution made from a policy that is not a modified endowment contract could later become taxable as a distribution from a modified endowment contract.

Distributions Other Than Death Benefits from Policies that are not Modified Endowment Contracts

Distributions other than death benefits from a policy that is not classified as a modified endowment contract are generally treated first as a recovery of the policy owner’s investment in the policy and only after the recovery of all investment in the policy as taxable income.  However, certain distributions which must be made in order to enable the policy to continue to qualify as a life insurance policy for federal income tax purposes if policy benefits are reduced during the first 15 policy years may be treated in whole or in part as ordinary income subject to tax.

Loans from or secured by a policy that is not a modified endowment contract are generally not treated as distributions.  However, the tax consequences associated with loans after the first five policy years are less clear and a tax advisor should be consulted about such loans.

Finally, neither distributions from nor loans from or secured by a policy that is not a modified endowment contract are subject to the 10 percent additional income tax.

Investment in the Policy 

Your investment in the policy is generally Your aggregate premiums.  When a distribution is taken from the policy, Your investment in the policy is reduced by the amount of the distribution that is tax-free.

Policy Loans and the Benefit Extension Rider

In general, interest on a policy loan will not be deductible.  If a policy loan is outstanding when a policy is canceled or lapses, the amount of the outstanding indebtedness will be added to the amount distributed and will be taxed accordingly.  Before taking out a policy loan, You should consult a tax advisor as to the tax consequences. 

This policy may be purchased with the intention of accumulating cash value on a tax-free basis for some period (such as,until retirement) and then periodically borrowing from the policy without allowing the policy to lapse.  The aim of this strategy is to continue borrowing from the policy until its contract value is just enough to pay off the policy loans that have been taken out and then relying on the Benefit Extension Rider to keep the policy in force until the death of the Insured.  Anyone contemplating taking advantage of this strategy should be aware that it involves several risks.  First, if the death benefit under the benefit extension rider is lower than the policy’s original death benefit, then the policy might become a MEC which could result in a significant tax liability attributable to the balance of any policy debt. Second, this strategy will fail to achieve its goal if the policy is a MEC or becomes a MEC after the periodic borrowing begins.  Third, this strategy has not been ruled on by the Internal Revenue Service (the “IRS”) or the courts and it may be subject to challenge by the IRS, since it is possible that loans under this policy may be treated as taxable distributions when the rider causes the policy to be converted to a fixed policy.  In that event, assuming policy loans have not already been subject to tax as distributions, a significant tax liability could arise.  Anyone considering using the policy as a source of tax-free income by taking out policy loans should, before purchasing the policy, consult with and rely on a competent tax advisor about the tax risks inherent in such a strategy.

Withholding

To the extent that policy distributions are taxable, they are generally subject to withholding for the recipient’s federal income tax liability.  Recipients can generally elect however, not to have tax withheld from distributions.

Life Insurance Purchases by Residents of Puerto Rico

In Rev. Rul. 2004-75, 2004-31 I.R.B. 109, the Internal Revenue Service 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.

Life Insurance Purchases by Nonresident Aliens and Foreign Corporations

The discussion above provides general information regarding U.S. federal income tax consequences to life insurance 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 life insurance policies 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 and rely a qualified tax advisor regarding U.S. state, and foreign taxation with respect to a life insurance policy purchase.

Multiple Policies

All modified endowment contracts that are issued by Us (or Our affiliates) to the same policy owner during any calendar year are treated as one modified endowment contract for purposes of determining the amount includible in the policy owner’s income when a taxable distribution occurs.

Continuation of Policy Beyond Age 100

The tax consequences of continuing the policy beyond the Insured’s 100th year are unclear.  You should consult a tax advisor if You intend to keep the policy inforce beyond the Insured’s 100th year.

Section 1035 Exchanges

Generally, there are no tax consequences when you exchange one life insurance policy for another, so long as the same person is being insured (a change of the insured is a taxable event).  Paying additional premiums under the new policy may cause it to be treated as a modified endowment contract.  The new policy may also lose any “grandfathering” privilege, where you would be exempt from certain legislative or regulatory changes made after your original policy was issued, if you exchange your policy.  You should consult with a tax advisor if you are considering exchanging any life insurance policy.

Accelerated Benefit Rider—Terminal Illness

We believe that payments received under the Accelerated Benefit Rider—Terminal Illness should be fully excludable from the gross income of the recipient if the recipient is the Insured under the policy (except in certain business contexts) and the insured person's life expectancy is 24 months or less.  However, tax consequences associated with reducing Your death benefit after we pay an accelerated benefit under this rider are uncertain.  You should consult a qualified tax advisor about the consequences of adding this rider to a policy or requesting payment under this rider.

Accelerated Benefit Rider—Chronic Illness

The tax consequences associated with receiving an accelerated benefit payment under the Accelerated Benefit Rider—Chronic Illness are unclear.  It is possible that such distribution may be treated as taxable withdrawals.  Moreover, the tax consequences associated with reducing the death benefit after We pay an accelerated death benefit are also unclear.  You should consult a qualified tax advisor about the consequences of adding this rider to a policy or requesting an advanced sum payment under this rider.

Living Needs Rider 

We believe that payments received under the Living Needs rider should be fully excludable from the gross income of the beneficiary if the beneficiary is the Insured under the policy.  However, You should consult a qualified tax adviser about the consequences of adding this rider to a policy or requesting payment under this rider.

Business Uses of Policy

Businesses can use the policies in various arrangements, including nonqualified deferred compensation or salary continuance plans, split dollar insurance plans, executive bonus plans, tax exempt and nonexempt welfare benefit plans, retiree medical benefit plans and others.  The tax consequences of such plans may vary depending on the particular facts and circumstances.  If You are purchasing the policy for any arrangement the value of which depends in part on its tax consequences, You should consult with and rely on a qualified tax advisor. 

Employer-Owned Life Insurance Policies

Pursuant to recently enacted section 101(j) of the Code, unless certain eligibility, notice and consent requirements are satisfied, the amount excludible as a death benefit payment under an employer-owned life insurance policy will generally be limited to the premiums paid for such policy (although certain exceptions may apply in specific circumstances).  An employer-owned life insurance policy is a life insurance policy owned by an employer that insures an employee of the employer and where the employer is a direct or indirect beneficiary under such policy.  It is the employer’s responsibility to verify the eligibility of the intended Insured under employer-owned life insurance policies and to provide the notices and obtain the consents required by section 101(j).  These requirements generally apply to employer-owned life insurance policies issued or materially modified after August 17, 2006.  A tax adviser should be consulted by anyone considering the purchase or modification of an employer-owned life insurance policy.

Non-Individual Owners and Business Beneficiaries of Policies

If a policy is owned or held by a corporation, trust or other non-natural person, this could jeopardize some (or all) of such entity’s interest deduction under Code Section 264, even where such entity’s indebtedness is in no way connected to the policy.  In addition, under Section 264(f)(5), if a business (other than a sole proprietorship) is directly or indirectly a beneficiary of a policy, this policy could be treated as held by the business for purposes of the Section 264(f) entity-holder rules.  Therefore, it would be advisable to consult with and rely a qualified tax advisor before any non-natural person is made an owner or holder of a policy, or before a business (other than a sole proprietorship) is made a beneficiary of a policy.

Split-Dollar Arrangements

The IRS and the Treasury Department have issued guidance that substantially affects split-dollar arrangements.  Consult a qualified tax advisor before entering into or paying additional premiums with respect to such arrangements.

Additionally, the Sarbanes-Oxley Act of 2002 (the “Act”) prohibits, with limited exceptions, publicly-traded companies, including non-U.S. companies that have securities listed on exchanges in the United States, from extending, directly or through a subsidiary, many types of personal loans to their directors or executive officers.  It is possible that this prohibition may be interpreted as applying to split-dollar life insurance policies for directors and executive officers of such companies, since such insurance arguably can be viewed as involving a loan from the employer for at least some purposes.

Although the prohibition on loans is generally effective as of July 30, 2002, there is an exception for loans outstanding as of the date of enactment, so long as there is no material modification to the loan terms and the loan is not renewed after July 30, 2002.  Any affected business contemplating the payment of a premium on an existing policy, or the purchase of a new policy, in connection with a split-dollar life insurance arrangement should consult legal counsel.

Alternative Minimum Tax

There may also be an indirect tax upon the income in the policy or the proceeds of a policy under the federal corporate alternative minimum tax, if the owner is subject to that tax.

Estate, Gift and Generation Skipping Transfer Tax Considerations

The transfer of the policy or designation of a beneficiary may have federal, state, and/or local transfer and inheritance tax consequences, including the imposition of gift, estate, and generation-skipping transfer taxes.  For example, when the insured dies, the death proceeds will generally be includable in the owner’s estate for purposes of federal estate tax if the insured owned the policy.  If the owner was not the insured, the fair market value of the policy would be included in the owner’s estate upon the owner’s death.  The policy would not be includable in the insured’s estate if the insured neither retained incidents of ownership at death nor had given up ownership within three years before death. 

Moreover, under certain circumstances, the Code may impose a “generation skipping transfer tax” when all or part of a life insurance policy 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 policy, or from any applicable payment, and pay it directly to the IRS.

Qualified tax advisors should be consulted concerning the estate and gift tax consequences of policy ownership and distributions under federal, state and local law.  The individual situation of each owner or beneficiary will determine the extent, if any, to which federal, state, and local transfer and inheritance taxes may be imposed and how ownership or receipt of policy proceeds will be treated for purposes of federal, state and local estate, inheritance, generation skipping and other taxes.

Please note:  In 2001, Congress enacted the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"), which eliminated the estate tax (but not the gift tax) and replaced it with a carryover basis income tax regime for estates of decedents dying in 2010, and also eliminated the generation-skipping transfer tax for transfers made in 2010.  Beginning in 2011, however, EGTRRA allowed the estate, gift and generation-skipping transfer taxes to return to their pre-EGTRRA form.  Moreover, it is possible that Congress may enact legislation reinstating the estate and generation-skipping transfer taxes for 2010, possibly on a retroactive basis.  The uncertainty as to future estate, gift and generation-skipping transfer taxes underscores the importance of seeking guidance from a qualified advisor to help ensure that Your estate plan adequately addresses Your needs and that of Your beneficiaries under all possible scenarios.

Foreign Tax Credits

We 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.

Possible Tax Law Changes 

Although the likelihood of legislative changes is uncertain, there is always the possibility that the tax treatment of the policy could change by legislation or otherwise.  Consult a tax advisor with respect to legislative developments and their effect on the policy.

Our Income Taxes

Under current federal income tax law, We are not taxed on the Separate Account’s operations.  Thus, currently We do not deduct a charge from the Separate Account for federal income taxes.   We reserve the right to charge the Separate Account for any future federal income taxes We may incur.

Under current laws in several states, We may incur state and local taxes (in addition to premium taxes).  These taxes are not now significant and We are not currently charging for them.  If they increase, We may deduct charges for such taxes.

Additional Information About the Policies

YOUR RIGHT TO EXAMINE THIS POLICY

For a limited period of time, as specified in Your policy, You have a right to examine the policy. If for any reason You are not satisfied with it, then You may cancel the policy. You can cancel the policy by sending it to Our Executive Office along with a written cancellation request. Your cancellation request must be postmarked by the latest of the following dates:

·10 days after You receive Your policy;

·10 days after We mail You a written notice telling You about Your rights to cancel (Notice of Withdrawal Right); or

·45 days after You sign Part 1 of the policy application.

If state law requires a longer right to examine period, it will be noted on the cover page of Your policy.

In all cases, We allocate Your premiums according to Your instructions on the policy’s record date.  Generally, if You cancel Your policy during the right to examine period, then We will return all of the charges deducted from Your paid premiums and policy fund, plus the policy fund. The policy fund will reflect both the positive and negative investment performance of the investment divisions chosen by You in the policy application.  Where required by state law, We will refund the sum of all premiums paid.

Insurance coverage ends when You send Your request.

YOUR POLICY CAN LAPSE

Your Foundation Variable Universal Life 1.1 insurance coverage continues as long as the net cash surrender value of Your policy is enough to pay the monthly deductions that are taken out of Your policy fund. During the no lapse guarantee period (including the period of time provided by an in-force No Lapse Guarantee Option), coverage continues if Your paid premiums (less loans and withdrawals) exceed the schedule of required no lapse guarantee premiums. If neither of these conditions is true at the beginning of any policy month, then We will send written notification to You and any assignees on Our records that a 61-day grace period has begun and that a specified amount of current premium is due.

If We receive payment of this amount before the end of the grace period, then We will use that amount to pay the overdue deductions. We will put any remaining balance in Your policy fund and allocate it in the same manner as Your previous premium payments.

If We do not receive payment within 61 days, then Your policy will lapse without value. We will withdraw any amount left in Your policy fund. We will apply this amount to the deductions owed to Us, including any applicable surrender charge. We will inform You and any assignee that Your policy has ended without value.

If the Insured person dies during the grace period, We will pay the insurance benefits to the beneficiary, minus any loan, loan interest, and overdue deductions.

YOU MAY REINSTATE YOUR POLICY

You may reinstate the policy within 5 years after lapse.  To reinstate Your policy, You must:

·fully complete an application for reinstatement,

·provide satisfactory evidence of insurability for the person or persons to be Insured,

·pay enough premium to cover all overdue monthly deductions or minimum premium depending on the duration of the policy and the no lapse guarantee period,

·increase the policy fund so that the policy fund minus any policy debt equals or exceeds the surrender charge,

·pay or restore any policy debt.

The effective date of reinstatement will be the beginning of the policy month that coincides with or follows the date that We approve Your reinstatement application. Previous loans will be reinstated.

You may not reinstate a policy once it is surrendered.

POLICY PERIODS AND ANNIVERSARIES

We measure policy years, policy months, and policy anniversaries from the policy date shown on Your Schedule of Policy Benefits. Each policy month begins on the same day in each calendar month. The calendar days of 29, 30, and 31 are not used. Our right to challenge a policy and the suicide exclusion are measured from the policy date. See “LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY” on page 78.

MATURITY DATE

The maturity date is the first policy anniversary after the Insured’s 100^th birthday. The policy ends on that date if the Insured is still alive and the maturity benefit is paid.

If the Insured survives to the maturity date and You would like to continue the policy, We will extend the maturity date as long as this policy still qualifies as life insurance according to the Internal Revenue Service and Your state.

In order to extend the maturity date, all of the following conditions must be satisfied:

(a)The policy can not be in the grace period;

(b)All of the policy fund must be transferred to either the General Account or the Money Market investment division; and

(c)Death benefit option 1 must be elected.

(See the “Extended Maturity Option” section on page 37 for further details about this option.)

If the maturity date is extended, the policy may not qualify as life insurance and there may be tax consequences. A tax advisor should be consulted before You elect to extend the maturity date. See “Tax Effects” on page 68. In order to continue the policy beyond the original maturity date, We require that the death benefit not exceed the policy fund on the original maturity date.

WE OWN THE ASSETS OF OUR SEPARATE ACCOUNT

We own the assets of Our Separate Account and use them to support Your policy and other variable life policies. We may permit charges owed to Us to stay in the Separate Account. Thus, We may also participate proportionately in the Separate Account. These accumulated amounts belong to Us and We may transfer them from the Separate Account to Our General Account. The assets in the Separate Account generally are not chargeable with liabilities arising out of any other business We conduct. Your policy fund values and the assets supporting them in the Separate Account are protected from and against any claims arising out of Our other businesses not involving the Separate Account.  Under certain unlikely circumstances, one investment division of the Separate Account may be liable for claims relating to the operations of another division.

CHANGING THE SEPARATE ACCOUNT

We have the right to modify how We operate Our Separate Account. We have the right to:

·add investment divisions to, or remove investment divisions from, Our Separate Account;

·combine two or more investment divisions within Our Separate Account;

·withdraw assets relating to the policy from one investment division and put them into another;

·eliminate the shares of a portfolio and substitute shares of another portfolio of the funds or another open-end investment company. This may happen if the shares of the portfolio are no longer available for investment or, if in Our judgment, further investment in the portfolio is inappropriate in view of the purposes of Separate Account A;

·register or end the registration of Our Separate Account under the Investment Company Act of 1940;

·operate Our Separate Account under the direction of a committee or discharge such a committee at any time (the committee may be composed entirely of interested parties of Midland National);

·disregard instructions from policy owners regarding a change in the investment objectives of the portfolio or the approval or disapproval of an investment advisory policy. (We would do so only if required by the state insurance regulatory authorities or otherwise pursuant to insurance law or regulation); and

·operate Our Separate Account or one or more of the investment divisions in any other form the law allows, including a form that allows Us to make direct investments. In choosing these investments, We will rely on Our own judgment or that of an outside adviser. In addition, We may disapprove of any change in investment advisors or in investment policies unless a law or regulation provides differently.

If automatic allocations (such as premiums automatically deducted from Your paycheck or bank account, or dollar cost averaging or automatic rebalancing) are being made into an investment division that is removed or no longer available, and if You do not give Us other instructions, then any amounts that would have gone into the removed or closed investment division will be allocated to the Fidelity VIP Money Market investment division until you tell us otherwise.

LIMITS ON OUR RIGHT TO CHALLENGE THE POLICY

We can challenge the validity of Your insurance policy (based on material misstatements in the application) if it appears that the Insured person is not actually covered by the policy under Our rules. There are limits on how and when We can challenge the policy:

·We cannot challenge the policy after it has been in effect, during the Insured person’s lifetime, for two years from the date the policy was issued or reinstated. (Some states may require Us to measure this in some other way.)

·We cannot challenge any policy change that requires evidence of insurability (such as an increase in face amount) after the change has been in effect for two years during the Insured’s lifetime.

·We can challenge at any time (and require proof of continuing disability) an additional benefit that provides benefits to the Insured person in the event that the Insured person becomes totally disabled.

·If the Insured person dies during the time that We may challenge the validity of the policy, then We may delay payment until We decide whether to challenge the policy.

·If the Insured person’s age or sex is misstated on any application, then the death benefit and any additional benefits will be changed. They will be those which would be purchased by the most recent deduction for the cost of insurance and the cost of any additional benefits at the Insured person’s correct age and sex.

·If the Insured person commits suicide within two years after the date on which the policy was issued, then the death benefit will be limited to the total of all paid premiums minus any policy debt minus any partial withdrawals of net cash surrender value. If the Insured person commits suicide within two years after the effective date of Your requested face amount increase, then We will pay the face amount which was in effect before the increase plus the monthly cost of insurance deductions for the increase (some states require Us to measure this time by some other date).

YOUR PAYMENT OPTIONS

You may choose for policy benefits and other payments (such as the net cash surrender value or death benefit) to be paid immediately in one lump sum or in another form of payment. Payments under these options are not affected by the investment performance of any investment division. Instead, interest accrues pursuant to the option chosen. If You do not arrange for a specific form of payment before the Insured person dies, then the beneficiary will have this choice. However, if You do make an arrangement with Us for how the money will be paid, then the beneficiary cannot change Your choice.  Payment options will also be subject to Our rules at the time of selection.

Lump Sum Payments

In most cases, when a death benefit is paid in a lump sum, We will pay the death benefit by establishing an interest bearing draft account, called the "Midland Access Account," for the beneficiary, in the amount of the death benefit proceeds.  We will send the beneficiary a draft account book and the beneficiary will have access to the account simply by writing a draft for all or any part of the amount of the death benefit.  We do not guarantee to credit a minimum interest rate on amounts left in the Midland Access Account.  Any interest credited to amounts in the Midland Access Account is taxable as income to the beneficiary.

The Midland Access Account is a draft account and is part of Our General Account.  It is not a bank account or a checking account and it is not insured by the FDIC or any government agency.  As part of our General Account, it is subject to the claims of Our creditors.  We receive a benefit from all amounts left in the Midland Access Account. 

Optional Payment Methods

Our consent is required when an optional payment is selected and the payee is either an assignee or not a natural person (i.e., a corporation). Currently, these alternate payment options are only available if the proceeds applied are more than $5,000 and periodic payments are at least $50.

You have the following payment options:

1.Interest Payments: The money will stay on deposit with Us for a period that We agree upon. You will receive interest on the money at a declared interest rate.

2.Installment Options: There are two ways that We pay installments:

a.Fixed Period: We will pay the amount applied in equal installments plus applicable interest, for a specified time, up to 30 years.

b.Fixed Amount: We will pay the sum in installments in an amount that We agree upon. We will continue to pay the installments until We pay the original amount, together with any interest You have earned.

3.Monthly Life Income Option: We will pay the money as monthly income for life. You may choose from 1 of 5 ways to receive the income. We will guarantee payments for:

(1)at least 5 years (called “5 Years Certain”);

(2)at least 10 years (called “10 Years Certain”);

(3)at least 15 years (called “15 Years Certain”);

(4)at least 20 years (called “20 Years Certain”); or

(5)payment for life. With this option, payments will only be made as long as the payee is alive. Therefore, if the payee dies after the first payment, only one payment will be made.

4.Other: You may ask Us to apply the money under any option that We make available at the time the benefit is paid.

We guarantee interest under the interest deposit and installment options at 2.75% a year, but We may allow a higher rate of interest.

The beneficiary, or any other person who is entitled to receive payment, may name a successor to receive any amount that We would otherwise pay to that person’s estate if that person died. The person who is entitled to receive payment may change the successor at any time.

We must approve any arrangements that involve more than one of the payment options, or a payee who is a fiduciary or not a natural person. Also, the details of all arrangements will be subject to Our rules at the time the arrangements take effect. These include:

·rules on the minimum amount We will pay under an option,

·minimum amounts for installment payments,

·withdrawal or commutation rights (Your rights to receive payments over time, for which We may offer You a lump sum payment),

·the naming of people who are entitled to receive payment and their successors, and

·the ways of proving age and survival.

You will choose a payment option (or any later changes) and Your choice will take effect in the same way as it would if You were changing a beneficiary. (See “Your Beneficiary” below.) Any amounts that We pay under the payment options will not be subject to the claims of creditors or to legal process, to the extent that the law provides.

Even if the death benefit under the policy is excludible from income, payments under payment options may not be excludible in full.  This is because earnings on the death benefit after the Insured’s death are taxable and payments under the payment options generally include such earnings.  You should consult a tax advisor as to the tax treatment of payments under payment options.

YOUR BENEFICIARY

You name Your beneficiary in Your policy application. The beneficiary is entitled to the death benefits of the policy. You may change the beneficiary during the Insured’s lifetime by writing to Our Executive Office. If no beneficiary is living when the Insured dies, We will pay the death benefit to the owner or owner’s estate.

ASSIGNING YOUR POLICY

You may assign Your rights in this policy. You must send a copy of the assignment to Our Executive Office. We are not responsible for the validity of the assignment or for any payment We make or any action We take before We receive notice of the assignment. An absolute assignment is a change of ownership. There may be tax consequences.

The assignment does not take effect until We accept and approve it.  We reserve the right, except to the extent prohibited by applicable laws, regulations, or actions of the State insurance commissioner, to refuse assignments or transfers at any time on a non-discriminatory basis.

WHEN WE PAY PROCEEDS FROM THIS POLICY

We will generally pay any death benefits,net cash surrender value, or loan proceeds within seven days after receiving the required form(s) at Our Executive Office. Death benefits are determined as of the date of the Insured person’s death and will not be affected by subsequent changes in the accumulation unit values of the investment divisions. We pay interest from the date of death to the date of payment.

We may delay payment for one or more of the following reasons:

(1)We are investigating the claim, contesting the policy, determining that the beneficiary is qualified to receive the proceeds (e.g., is not a minor or responsible for causing the death), or resolving other issues that must be determined before payment (e.g., conflicting claims to the proceeds).

(2)We cannot determine the amount of the payment because the New York Stock Exchange is closed, the SEC has restricted trading in securities, or the SEC has declared that an emergency exists.

(3)The SEC permits Us to delay payment to protect Our policy owners.

We may also delay any payment until Your premium checks have cleared Your bank. We may defer payment of any loan amount, withdrawal, or surrender from the General Account for up to six months after We receive Your request. We will not defer payment if it is used to pay premiums on policies with Us.

Federal laws designed to counter terrorism and prevent money laundering by criminals might, in certain circumstances, require Us to reject a premium payment and/or “freeze” Your policy fund. If these laws apply in a particular situation, We would not be allowed to process any request for withdrawals, surrenders, loans, or death benefits, make transfers, or continue making payments under Your payment option. If a policy fund were frozen, the policy fund would be moved to a special segregated interest bearing account and held in that account until We receive instructions from the appropriate federal regulator.  We may also be required to provide information about You and Your policy to the government agencies and departments.

CHANGE OF ADDRESS NOTIFICATION

To protect You from fraud or theft, We may verify any changes in address You request by sending a confirmation of the change of address to Your old address. 

YOUR VOTING RIGHTS AS AN OWNER

We invest the assets of Our Separate Account divisions in shares of the funds’ portfolios. Midland National is the legal owner of the shares and has the right to vote on certain matters. Among other things, We may vote:

·to elect the funds’ Boards of Directors,

·to ratify the selection of independent auditors for the funds, and

·on any other matters described in the funds’ current prospectuses or requiring a vote by shareholders under the Investment Company Act of 1940.

Even though We own the shares, We give You the opportunity to tell Us how to vote the number of shares that are allocated to Your policy. We will vote at shareholder meetings according to Your instructions.

The funds will determine how often shareholder meetings are held. As We receive notice of these meetings, We will ask for Your voting instructions. The funds are not required to hold a meeting in any given year.

If We do not receive instructions in time from all policy owners, then We will vote those shares in the same proportion as We vote shares for which We have received instructions in that portfolio. We will also vote any fund shares that We alone are entitled to vote in the same proportions that policy owners vote. The effect of this proportional voting is that a small number of policy owners may control the outcome of a vote. If the federal securities laws or regulations or interpretations of them change so that We are permitted to vote shares of the fund in Our own right to restrict policy owner voting, then We may do so.

You may participate in voting only on matters concerning the fund portfolios in which Your policy fund has been invested. We determine Your voting shares in each division by dividing the amount of Your policy fund allocated to that division by the net asset value of one share of the corresponding fund portfolio. This is determined as of the Record Date set by the funds’ Board for the shareholders meeting. We count fractional shares.

If You have a voting interest, We will provide You proxy material and a form for giving Us voting instructions. In certain cases, We may disregard instructions relating to changes in the funds’ adviser or the investment policies of its portfolios. We will advise You if We do so.

Other insurance companies own shares in the funds to support their variable insurance products. We do not foresee any disadvantage to this. Nevertheless, the funds’ Boards of Directors will monitor events to identify conflicts that may arise and determine appropriate action. If We disagree with any fund action, then We will see that appropriate action is taken to protect Our policy owners.

DISTRIBUTION OF THE POLICIES

We have entered into a distribution agreement with Our affiliate, Sammons Securities Company, LLC (“Sammons Securities Company”) for the distribution and sale of the policies.  Sammons Securities Company is an indirect wholly owned subsidiary of Sammons Enterprises, Inc., of Dallas, Texas, the ultimate parent Company of Midland National Life Insurance Company.  Sammons Securities Company offers the policies through its registered representatives.  Sammons Securities Company may enter into written sales agreements with other broker-dealers (“selling firms”) for the sale of the policies.  We pay commissions to Sammons Securities Company for sales of the Policies by its registered representatives as well as by selling firms. 

Sales commissions may vary, but the maximum commission payable for policy sales is 85% of premiums during policy year 1, 3.5% during policy years 2-15, and 0.00% following policy year 15.  We may also pay additional commissions calculated as a percentage of Your policy fund value at specified times (e.g. at the end of the fifth policy year).  Further, for each premium received following an increase in base face amount, a commission on that premium will be paid up to the target premium for the increase in each year.  The commission for the increase in face amount will be calculated using the commission rates for the corresponding policy year.  We pay commissions for policies sold to policy owners in the substandard risk underwriting class and for rider premiums based on Our rules at the time of payment.  We may also pay additional amounts and reimburse additional expenses of Sammons Securities Company based on various factors. 

We also pay for some of Sammons Securities Company’s expenses, including the following sales expenses: registered representative training allowances; compensation and bonuses for the Sammons Securities Company’s management team; advertising expenses; and all other expenses of distributing the policies.  Sammons Securities Company pays its registered representatives all or a portion of the commissions received for their sales of policies.  Registered representatives and their managers are also eligible for various cash benefits, such as bonuses, insurance benefits and financing arrangements, and non-cash compensation items that We may provide jointly with Sammons Securities Company.

Non-cash items that We and Sammons Securities Company may provide include conferences, seminars and trips (including travel, lodging and meals in connection therewith), entertainment, merchandise and other similar items. In addition, Sammons Securities Company’s registered representatives who meet certain productivity, persistency and length of service standards and/or their managers may be eligible for additional compensation.  Sales of the policies may help registered representatives and/or their managers qualify for such benefits.  Sammons Securities Company’s registered representatives and managers may receive other payments from Us for services that do not directly involve the sale of the Policies, including payments made for the recruitment and training of personnel, production of promotional literature and similar services.

A portion of the payments made to selling firms may be passed on to their registered representatives in accordance with their internal compensation programs.  Those programs may also include other types of cash and non-cash compensation and other benefits.  You should be aware that a selling firm or its sales representatives may receive different compensation or incentives for selling one product over another.  In some cases, these payments may create an incentive for the selling firm or its sales representatives to recommend or sell this policy to You.  You may wish to take such payments into account when considering and evaluating any recommendations relating to the policy.  Ask Your registered representative for further information about what Your registered representative and the selling firm for which he or she works may receive in connection with Your purchase of a policy.

We intend to recoup commissions and other sales expenses indirectly through the following fees and charges deducted under the policy: (a) deductions from Your premiums; (b) surrender charge; (c) the mortality and expense charge; (d) the cost of insurance charge; (e) payments, if any, received from the funds or their managers; and (f) investment earnings on amounts allocated under policies to the General Account.  Commissions and other incentives or payments described above are not charged directly to You or the Separate Account but they are reflected in the fees and charges that you do pay directly or indirectly.. 

The Statement of Additional Information (SAI) can provide You with more detailed information about distribution expenses, commissions, and compensation than is contained in this prospectus.  A free copy of the SAI can be obtained by calling (800) 272-1642 or by contacting Your registered representative. 

LEGAL PROCEEDINGS

Midland National Life Insurance 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, Midland National Life Insurance Company believes that, as of the date of this prospectus, there are no pending or threatened lawsuits that will have a materially adverse impact on, the Separate Account, on the ability of Sammons Securities Company, LLC to perform under its distribution agreement, or the ability of the Company to meet its obligations under the policy.

FINANCIAL STATEMENTS

Our financial statements and the financial statements of the Separate Account are contained in the Statement of Additional Information.  Our financial statements should be distinguished from the Separate Account’s financial statements and You should consider Our financial statements only as bearing upon Our ability to meet Our obligations under the policies.  For a free copy of these financial statements and/or the Statement of Additional Information, please call or write to Us at Our Executive Office.

Definitions

Accumulation Unit means the units credited to each investment division in the Separate Account.

Age means the age of the Insured person on his/her last birthday preceding the policy date.

Attained Age means the age of the Insured person on his/her birthday preceding a policy anniversary date.

Beneficiary means the person or persons to whom the policy’s death benefit is paid when the Insured dies.

Business Day means any day the New York Stock Exchange is open for regular trading and ends at the close of the regular trading (usually 3:00 p.m. Central Time).

Cash Surrender Value means the policy fund on the date of the surrender, less any surrender charge.

Death Benefit means the amount payable under Your policy when the Insured person dies.

Evidence of Insurability means evidence, satisfactory to Us, that the Insured is insurable and meets Our underwriting standards.

Executive Office means where You write to Us to pay premiums or take other action, such as transfers between investment divisions, changes in face amount, or other such action regarding Your policy. The address is:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD 57193

You may also reach Us at Our Executive Office by calling Us toll-free at (800) 272-1642 or faxing Us at (605) 373-3621 (facsimile for administrative requests) or (605) 373-8557 (facsimile for transaction requests).

Face Amount means the amount stated on the face of Your policy that will be paid either upon the death of the Insured or the policy maturity, whichever date is earlier. 

Full Loan Value means the net cash surrender value minus any loan interest that will accrue till the next policy anniversary.

Funds mean the investment companies, commonly called mutual funds, that are available for investment by Separate Account A on the policy date or as later changed by Us.

Inforce means the Insured’s life remains Insured under the terms of the policy.

Investment Division means a division of Separate Account A which invests exclusively in the shares of a specified portfolio of the fund.

Modified Endowment Contract (“MEC”) is a policy where premiums are paid more rapidly than the rate defined by a 7-pay test.

Monthly Anniversary means the day of each month that has the same numerical date as the policy date.

Net Cash Surrender Value means the cash surrender value less any outstanding policy debt.

Net Premium means the premium paid less a deduction of the premium load and less any applicable service charge.

No Lapse Guarantee Period means the amount of time this policy is guaranteed to remain inforce if the sum of the premiums paid, less any policy debt and withdrawals, is equal to or greater than the no lapse guarantee premium requirement.

Policy Anniversary means the same month and day of the policy date in each year following the policy date.

Policy Date means the date insurance coverage is effective and from which policy anniversaries and policy years are determined.

Policy Debt means the total loan on the policy on that date plus the interest that has accrued, but has not been paid as of that date.

Policy Fund means the sum of monies in Our Separate Account A attributable to Your inforce policy plus any monies in Our General Account for Your policy.

Policy Month means a month that starts on a monthly anniversary and ends on the following monthly anniversary.

Policy Year means a year that starts on the policy date or on each anniversary thereafter.

Record Date means the date the policy is recorded on Our books as an inforce policy.

Rider Date means the date the rider takes effect.

Separate Account means Our Separate Account A which receives and invests Your net premiums under the policy.

Specified Amount means the face amount of the policy.  The term “specified amount” used in Your policy has the same meaning as the term “face amount” used in this prospectus.

Surrender Charge means a charge made only upon surrender of the policy.

APPENDIX A

Policies Issued Before May 1, 2003

Foundation Variable Universal Life insurance policies issued before May 1, 2003 generally are different than the policies described in this prospectus in the following manners:

·The premium charge remains at 6.5% even for policies with an initial face amount of insurance of $1,000,000 or more.

·The cost of insurance deductions are not “banded” (they do not vary depending on the initial face amount of insurance).

·The minimum “No Lapse Guarantee Premium” may be different.

See Your policy itself for specific information applicable to You.

APPENDIX B

Generally, only policies issued after May 1, 1998, and prior to July 15, 2004 contain the Automatic Benefit Increase Provision Rider. The only exception to this would be if Your application was in the underwriting process prior to July 15, 2004. If this is the case, You may have an policy date later than July 15, 2004 and still have the Automatic Benefit Increase Provision Rider.

If Your policy contains this rider, the following details apply:

Fee Table

Periodic Fees Related to Owning the Policy Other than Portfolio Operating Expenses
Charge	When Charge Is Deducted	Amount Deductedi
		Maximum Guaranteed Charge	Current Charge
Optional Rider Charges
Automatic Benefit Increase Provision Rider	Not Applicable	None	Nonei

ⁱThe rider does not require separate monthly deductions, but it does affect the amount of Your monthly cost of insurance deduction by increasing Your face amount. 

Automatic Benefit Increase (“ABI”) Provision Rider: Under this rider Your face amount can automatically increase every two years, based on increases in the Consumer Price Index. The increases will occur on the 2^nd policy anniversary and every two years thereafter, unless You reject an increase. The increases continue until the rider terminates. We send You a notice about the increase amounts at least 30 days before the increase date. You have the right to reject any increase by sending a written notice to Our Executive Office before it takes effect. If You reject an increase, then the ABI Provision Rider terminates. (See Your ABI rider for exact details.)

We calculate each face amount increase under the ABI Provision Rider as follows:

(a)The eligible face amount, multiplied by

(b)The Consumer Price Index 5 months before the increase date, divided by

(c)The Consumer Price Index 29 months before the increase date, minus

(d)The eligible face amount from part (a).

The eligible face amount is the sum of the portions of the face amount of insurance that are in the standard premium class.

The maximum increase is the lesser of $50,000 or 20% of the eligible face amount. The ABI Provision Rider automatically terminates once the total of the increases is more than twice the initial face amount. The Consumer Price Index is the U.S. Consumer Price Index for all urban customers as published by the U.S. Department of Labor. (See Your policy form for more details on this index.)

Rider Charges.  The ABI Provision Rider does not require separate monthly deductions, but it does affect the amount of Your monthly cost of insurance deduction.  As the automatic increases are applied, Your face amount of insurance will increase and, consequently, the amount at risk will also increase.  The monthly cost of insurance deduction will increase to cover the additional amount at risk. 

Note:  Face amount increases under the ABI Provision Rider—

·increase the planned and no lapse guarantee premiums. (See Your ABI Provision Rider and Your Base Policy Form for exact details.)

·may have tax consequences.  Consult Your tax advisor.

The Statement of Additional Information (SAI) can provide You with more detailed information about Midland National Life Insurance Company and the Midland National Life Separate Account A, including more information about distribution expenses, commissions, and compensation than is contained in this Prospectus.  The SAI is incorporated by reference into this Prospectus and is legally a part of this Prospectus.  A free copy of the SAI can be obtained by calling (800) 272-1642 or by contacting Your registered representative. We will send You a copy of the SAI within 3 business days of Your request. 

Personalized illustrations of death benefits, cash surrender values, and cash values are also available free of charge upon request.  You can obtain a personalized illustration or make other policy inquiries by contacting Our Executive Office at:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD 57193

(800) 272-1642

Information about the Separate Account can be reviewed and copied at the SEC’s Public Reference Room in Washington, DC.  Information on the operation of the public reference room may be obtained by calling the SEC at 202-551-8090.  Reports and other information about the Separate Account are also available on the SEC’s Internet site at http://www.sec.gov.  Copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC, 100 F Street, NE, Washington, DC  20549-0102

SEC File No. 811-05271

STATEMENT OF ADDITIONAL INFORMATION FOR THE

FOUNDATION VARIABLE UNIVERSAL LIFE 1.1

Flexible Premium Variable Universal Life Policy

Issued By:

MIDLAND NATIONAL LIFE INSURANCE COMPANY

(through the Midland National Life Separate Account A)

This Statement of Additional Information (“SAI”) expands upon subjects discussed in the current prospectus for the Foundation Variable Universal Life Insurance 1.1 Policy (“policy”) offered by Midland National Life Insurance Company.  You may obtain a free copy of the prospectus dated May 1, 2010, by contacting Us at Our Executive Office at:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD 57193

(605) 335-5700 (telephone)

 (800) 272-1642 (toll-free telephone)

(605) 373-8557 (facsimile for transaction requests)

(605) 335-3621 (facsimile for administrative requests)

Terms used in this SAI have the same meanings as in the current prospectus for the policy.

This statement of additional information is not a prospectus and should be read only in conjunction with the prospectus for this policy and the prospectuses for the 58 Portfolios currently available in the policy.

Dated May 1, 2010

Table of Contents

the policy

The entire contract is made up of the policy, including any supplemental benefit, schedules, the signed written application for the policy, and any attached supplemental written application(s).  We assume that each statement made in the written application is made to the best of the knowledge and belief of the person(s) who made them and, in the absence of fraud, those statements are deeded to be representations and not warranties.  We cannot use any statement to deny a claim or to void the policy unless it is contained in a written application that is made part of the policy by attachment or insertion.

policyowner

The policyowner is the insured unless another individual has been named in the application.  As policyowner, You are entitled to exercise all rights under Your policy while the insured is alive. Without any beneficiary consent You can:

1.Transfer ownership of Your policy by absolute assignment;

2.Designate, change or revoke a contingent owner; or

3.Change any revocable beneficiary during the insured’s lifetime.

With each irrevocable beneficiary’s consent, You may:

1. Change the irrevocable beneficiary during the insured’s lifetime;
2. Receive any benefit, exercise any right, and use any privilege granted by Your policy allowed by Us; or
3. Agree with Us to any change or amendment of Your policy.

If You die while the insured is alive, the contingent owner, if any, will become the owner.  If there is no contingent owner, ownership will pass to Your estate.

death benefit

As long as the policy is still inforce, We will pay the death benefit to the beneficiary when the insured dies.  Federal tax law may require a greater death benefit than the one provided for in Your policy.  This benefit is a percentage multiple of Your policy fund. The percentage declines as the insured person gets older (this is referred to as the “corridor” percentage). The minimum death benefit will be Your policy fund on the day the insured person dies multiplied by the percentage for his or her age. For this purpose, age is the attained age (last birthday) at the beginning of the policy year of the insured person’s death.  Below is a table of corridor percentages and some examples of how they work.

Table of Corridor Percentages

Based on Policy Fund

If the Insured Person’s Age Is This	The Death Benefit Will Be At Least Equal To This Percent Of The Policy Fund	If the Insured Person’s Age Is This	The Death Benefit Will Be At Least Equal To This Percent Of The Policy Fund
0-40	250%	60	130%
41	243%	61	128%
42	236%	62	126%
43	229%	63	124%
44	222%	64	122%
45	215%	65	120%
46	209%	66	119%
47	203%	67	118%
48	197%	68	117%
49	191%	69	116%
50	185%	70	115%
51	178%	71	113%
52	171%	72	111%
53	164%	73	109%
54	157%	74	107%
55	150%	75-90	105%
56	146%	91	104%
57	142%	92	103%
58	138%	93	102%
59	134%	94	101%
		95-99	100%

These percentages are based on federal income tax law which requires a minimum death benefit, in relation to policy fund, for Your policy to qualify as life insurance.

For example, assume the insured person is 55 years old and the face amount is $100,000. The “corridor percentage” at that age is 150%. Under option 1, the death benefit will generally be $100,000. However, when the policy fund is greater than $66,666,67, the corridor percentage applies and the death benefit will be greater than $100,000 (since 150% of $66,666.67 equals $100,000). In this case, at age 55, We multiply the policy fund by a factor of 150%. So if the policy fund were $70,000, then the death benefit would be $105,000.

Under option 2, the death benefit is the face amount plus the policy fund. In this example, if a 55 year-old had a face amount of $100,000 and a policy fund of $200,000, then the death benefit would be $300,000. This figure results from either: (a) adding the face amount to the policy fund or (b) multiplying the policy fund by the corridor percentage. For all policy funds higher than this level, the corridor percentage would apply. Therefore, for every $1.00 added to the policy fund above $200,000, the death benefit would increase by $1.50 (at that age).

payment options

You may choose for policy benefits and other payments (such as the net cash surrender value or death benefit) to be paid immediately in one lump sum or in another form of payment. Payments under these options are not affected by the investment performance of any investment division. Instead, interest accrues pursuant to the option chosen. If You do not arrange for a specific form of payment before the insured person dies, then the beneficiary will have this choice. However, if You do make an arrangement with Us for how the money will be paid, then the beneficiary cannot change Your choice.  Payment options will also be subject to Our rules at the time of selection.

premium limitations

Federal law limits the premiums that can be paid if this policy is to qualify as life insurance for tax purposes.  We will not accept a premium that would cause this limit to be exceeded.  If We accept such a premium in error, We will refund it as soon as the error is discovered. 

If a policy change is executed that causes this policy to exceed the maximum premium limits allowed by federal law, We will refund the excess premium when the total premiums paid exceed the federal limits. 

We will accept any premium needed to keep this policy in force.

about us

midland national life insurance company

We are Midland National Life Insurance Company, a stock life insurance company. We were organized, in 1906, in South Dakota, as a mutual life insurance company at that time named “The Dakota Mutual Life Insurance Company”. We were reincorporated as a stock life insurance company in 1909. Our name, Midland National Life Insurance Company, was adopted in 1925. We redomesticated to Iowa in 1999. We are licensed to do business in 49 states, the District of Columbia, and Puerto Rico.

Midland National is a subsidiary of Sammons Enterprises, Inc., Dallas, Texas. Sammons has controlling or substantial stock interests in a large number of other companies engaged in the areas of insurance, corporate services, and industrial distribution.

Our Financial Condition:  As an insurance company, we are required by state insurance regulation to hold a specified amount of reserves in order to meet all of the contractual obligations of Our General Account to our policyowners.  We monitor our reserves so that we hold sufficient amounts to cover actual or expected policy and claims payments.  It is important to note, however, that there is no guarantee that we will always be able to meet our claims-paying obligations, and that there are risks to purchasing any insurance product.

State insurance regulators also require insurance companies to maintain a minimum amount of capital, which acts as a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in the insurer's operations.  These risks include those associated with losses that we may incur as the result of defaults on the payment of interest or principal on Our General Account assets, as well as the loss in market value of those investments.  We may also experience liquidity risk if Our General Account assets cannot be readily converted into cash to meet obligations to our policyowners or to provide collateral necessary to finance Our business operations.

We encourage both existing and prospective policyowners to read and understand our financial statements, which are included in this Statement of Additional Information ("SAI"). 

our separate account a

The “Separate Account” is Our Separate Account A, established under the insurance laws of the State of Iowa. It is a unit investment trust registered with the Securities and Exchange Commission (SEC) under the Investment Company Act of 1940 but this registration does not involve any SEC supervision of its management or investment policies. The Separate Account meets the definition of a “Separate Account” under the federal securities laws. Income, gains and losses credited to, or charged against, the Separate Account reflects the investment experience of the Separate Account and not the investment experience of Midland National’s other assets.  The assets of the Separate Account may not be used to pay any of Our other liabilities.  We are obligated to pay all amounts guaranteed under the policy. 

The Separate Account has a number of investment divisions, each of which invests in the shares of a corresponding portfolio of the funds. You may allocate part or all of Your net premiums in up to ten of the fifty-eight investment divisions of Our Separate Account at any one time.

our reports to policyowners

We currently intend to send You reports shortly after the end of the third, sixth, ninth, and twelfth policy months of each policy year that show:

·the current death benefit for Your policy,

·Your policy fund,

·information about investment divisions,

·the cash surrender value of Your policy,

·the amount of Your outstanding policy loans,

·the amount of any interest that You owe on the loan, and

·information about the current loan interest rate.

The annual report will show any transactions involving Your policy fund that occurred during the policy year. Transactions include Your premium allocations, Our deductions, and Your transfer or withdrawals. The annual or other periodic statements provide confirmations of certain regular, periodic items (such as monthly deductions and premium payments by Civil Service Allotment or automatic checking account deductions). We may change these reporting practices. Confirmations will be sent to You for transfers of amounts between investment divisions and certain other policy transactions.

Our report also contains information that is required by the insurance supervisory official in the jurisdiction in which this insurance policy is delivered.

We will send You semi-annual reports with financial information on the funds.

dividends

We do not pay any dividends on these policies.

distribution of the policies

The policies are offered to the public on a continuous basis, but we have discontinued the offering. 

Sammons Securities Company, LLC (“Sammons Securities Company”) serves as principal underwriter for the policies.  Sammons Securities Company is a Delaware limited liability company and is its home office is located at 4261 Park Road, Ann Arbor, Michigan 48103.  Sammons Securities Company is an indirect, wholly-owned subsidiary of Sammons Enterprises, Inc. of Dallas, Texas which in turn is the ultimate parent company of Midland National Life Insurance Company.  Sammons Securities Company is registered as a broker-dealer with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as well as with the securities commissions in the states in which it operates, and is a member of FINRA, Inc.  Sammons Securities Company offers the policies through its registered representatives.  Sammons Securities Company is a member of the Securities Investor Protection Corporation.  Sammons Securities Company also may enter into selling agreements with other broker-dealers (“selling firms”) and compensate them for their services.  Registered representatives are appointed as Our insurance agents.

Sammons Securities Company received sales compensation with respect to these policies and other variable life policies not included in this registration statement under the Midland National Life Separate Account A in the following amounts during the years indicated:

Fiscal year	Aggregate Amount of Commissions Paid to Sammons Securities Company*	Aggregate Amount of Commissions  Retained by Sammons Securities Company*
2007	$8,589,634	$88,602
2008	$7,179,896	$72,557
2009	$4,282,773	$47,429

*Includes total sales compensation paid to registered persons of Sammons Securities Company and an underwriting fee of 1.25% of first-year commissions paid to Sammons Securities Company for all of Midland National’s variable universal life insurance policies under Separate Account A.

Sammons Securities Company passes through commissions it receives to selling firms for their sales and does not retain any portion of it in return for its services as distributor for the policies.  However, under the distribution agreement with Sammons Securities Company, We pay the following sales expenses:

·sales representative training allowances,

·deferred compensation and insurance benefits,

·advertising expenses, and

·all other expenses of distributing the policies.

We and/or Sammons Securities Company may pay certain selling firms additional amounts for

·“preferred product” treatment of the policies in their marketing programs, which may include marketing services and increased access to their sales representatives;

·sales promotions relating to the policies;

·costs associated with sales conferences and educational seminars for their sales representatives; and

·other sales expenses incurred by them. 

We and/or Sammons Securities Company may make bonus payments to certain selling firms based on aggregate sales 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. 

regulation

We are regulated and supervised by the Iowa Insurance Department. We are subject to the insurance laws and regulations in every jurisdiction where We sell policies. This policy has been filed with and, as necessary, approved by insurance officials in those states. The provisions of this policy may vary somewhat from jurisdiction to jurisdiction.

We submit annual reports on Our operations and finances to insurance officials in all the jurisdictions where We sell policies. The officials are responsible for reviewing Our reports to be sure that We are financially sound and are complying with the applicable laws and regulations.

We are also subject to various federal securities laws and regulations with respect to the Separate Account and the policies.

discount for employees of sammons enterprises, inc.

Employees of Sammons Enterprises, Inc. may receive a discount of up to 25% of first year premiums. Midland National is a subsidiary of Sammons Enterprises, Inc., and additional premium payments contributed solely by Us will be paid into the employee’s policy during the first year. All other policy provisions will apply.

legal matters

The law firm of Sutherland Asbill & Brennan LLP, Washington, DC, has provided certain legal advice relating to certain matters under the federal securities laws. 

financial matters

The financial statements of Midland National Life Separate Account A and Midland National Life Insurance Company, included in this SAI and the registration statement, have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, for the periods indicated in their report which appears in this SAI. The address for PricewaterhouseCoopers LLP is 100 E. Wisconsin Ave., Suite 1800, Milwaukee, WI 53202. The financial statements have been included in reliance upon reports given upon the authority of the firm as experts in accounting and auditing.

additional information

We have filed a Registration Statement relating to the Separate Account and the variable life insurance policy described in this SAI with the SEC. The Registration Statement, which is required by the Securities Act of 1933, includes additional information that is not required in this SAI under the rules and regulations of the SEC. If You would like additional information, then You may obtain it from the SEC’s main office in Washington, DC. You will have to pay a fee for the material.

performance

Performance information for the investment divisions may appear in reports and advertising to current and prospective owners.  We base the performance information on the investment experience of the investment division and the funds.  The information does not indicate or represent future performance.

Total return quotations reflect changes in funds’ share prices, the automatic reinvestment by the Separate Account of all distributions and the deduction of the mortality and expense risk charge.  The quotations will not reflect deductions from premiums (the sales charge, premium tax charge, and any per premium expense charge), the monthly deduction from the policy fund (the expense charge, the cost of insurance charge, and any charges for additional benefits), the surrender charge, or other transaction charges.  These fees and charges would have reduced the performance shown.  Therefore, these returns do not show how actual investment performance will affect policy benefits.  A cumulative total return reflects performance over a stated period of time.  An average annual total return reflects the hypothetical annually compounded return that would have produced the same cumulative total return if the performance had been constant over the entire period.  Average annual total returns tend to smooth out variations in an investment division’s returns and are not the same as actual year-by-year results.

Midland National may advertise performance figures for the investment divisions based on the performance of a portfolio before the Separate Account commenced operations.

illustrations

Midland National may provide individual hypothetical illustrations of policy fund, cash surrender value, and death benefits based on the funds’ historical investment returns.  These illustrations will reflect the deduction of expenses in the funds and the deduction of policy charges, including the mortality and expense risk charge, the deductions from premiums, the monthly deduction from the policy fund and the surrender charge.  The hypothetical illustrations are designed to show the performance that could have resulted if the policy had been in existence during the period illustrated and do not indicate what policy benefits will be in the future.

financial statements

The financial statements of Midland National Life Insurance Company included in this Statement of Additional Information should be distinguished from the financial statements of the Midland National Life Separate Account A and should be considered only as bearing upon the ability of Midland National Life Insurance Company to meet its obligations under the policies.  They should not be considered as bearing upon the investment performance of the assets held in the Separate Account.

Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Financial Statements
Years Ended December 31, 2009 and 2008












Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Index
----------------------------------------------------------------------------------------


                                                                                 Page(s)


Report of Independent Registered Public Accounting Firm................................1


Consolidated Financial Statements


Balance Sheets.........................................................................2


Statements of Income...................................................................3


Statements of Stockholder's Equity.....................................................4


Statements of Cash Flows.............................................................5-6


Notes to Consolidated Financial Statements..........................................7-57








PricewaterhouseCoopers LLP
Suite 1800
100 E. Wisconsin Ave.
Milwaukee WI 53202
Telephone (414) 212 1600
Facsimile (414) 212 1880
www.pwc.com








                Report of Independent Registered Public Accounting Firm



To the Board of Directors and Shareholder of
Midland National Life Insurance Company and Subsidiary



In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of consolidated stockholder's equity, and of
consolidated cash flows present fairly, in all material respects, the
consolidated financial position of Midland National Life Insurance Company and
Subsidiary (an indirect, wholly owned subsidiary of Sammons Enterprises, Inc.)
(the "Company") at December 31, 2009 and 2008, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2009 in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits. We conducted our
audits of these statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.







March 24, 2010



Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Statements of Income
----------------------------------------------------------------------------------------
Years Ended December 31, 2009 and 2008

(Dollars in Thousands, except par value and shares)                                          2009                2008

Assets
Investments
    Fixed maturities, available for sale, at fair value                                      $22,256,805         $20,400,384
    Equity securities, at fair value                                                             462,328             387,086
    Mortgage loans                                                                               241,001             252,485
    Policy loans                                                                                 315,979             315,492
    Short-term investments                                                                       353,271             178,271
    Derivative instruments                                                                       435,085             107,416
    Other invested assets                                                                        337,514             377,954
                                                                                       ------------------  ------------------
              Total investments                                                               24,401,983          22,019,088
Cash                                                                                             269,749             103,485
Accrued investment income                                                                        217,912             225,403
Deferred policy acquisition costs                                                              1,798,826           2,012,764
Deferred sales inducements                                                                       626,447             764,191
Present value of future profits of acquired businesses                                            21,767              34,020
Federal income tax asset, net                                                                    410,274             470,627
Other receivables, other assets and property, plant and equipment                                145,213             139,152
Reinsurance receivables                                                                        2,079,974           1,640,493
Separate account assets                                                                          934,472             719,240
                                                                                       ------------------  ------------------
              Total assets                                                                   $30,906,617         $28,128,463
                                                                                       ------------------  ------------------

Liabilities
Policyholder account balances                                                                $23,244,885         $21,648,394
Policy benefit reserves                                                                        1,003,106             965,373
Policy claims and benefits payable                                                                99,461             114,258
Repurchase agreements, other borrowings and collateral on derivatives                          2,974,315           3,049,335
Derivative instruments                                                                            51,187              47,123
Other liabilities                                                                                674,515             406,693
Separate account liabilities                                                                     934,472             719,240
                                                                                       ------------------  ------------------
              Total liabilities                                                               28,981,941          26,950,416
                                                                                       ------------------  ------------------

Stockholder's equity
Common stock, $1 par value, 2,549,439 shares authorized,
 2,548,878 shares outstanding                                                                      2,549               2,549
Additional paid-in capital                                                                       301,827             318,707
Accumulated other comprehensive loss                                                            (483,751)           (781,910)
Retained earnings                                                                              1,599,861           1,504,864
                                                                                       ------------------  ------------------
    Total Midland National Life Ins. Co. stockholder's equity                                  1,420,486           1,044,210
Noncontrolling interest                                                                          504,190             133,837
                                                                                       ------------------  ------------------
    Total stockholder's equity                                                                 1,924,676           1,178,047
                                                                                       ------------------  ------------------
              Total liabilities and stockholder's equity                                     $30,906,617         $28,128,463
                                                                                       ------------------  ------------------



The accompanying notes are an integral part of these consolidated financial statements.


Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Statements of Stockholder's Equity
----------------------------------------------------------------------------------------
Years Ended December 31, 2009 and 2008

(Dollars in Thousands)                                                            2009               2008               2007
Revenues
Premiums                                                                           $ 147,415          $ 137,156          $ 124,312
Interest sensitive life and investment product charges                               295,560            288,514            273,272
Net investment income                                                              1,059,608            966,440          1,135,638
Net gains (losses) on derivatives                                                   (157,076)           (37,865)           116,037
Net unrealized gain on variable interest entity                                       35,795             27,442                  -
Net realized investment gains (losses)                                               154,827            117,775             79,331

  Total other-than-temporary impairment losses                                       (83,778)           (87,404)            (7,394)
    Non-credit portion in other comprehensive income (loss)                           12,307                  -                  -
                                                                             ----------------   ----------------   ----------------
Net impairment loss recognized in earnings                                           (71,471)           (87,404)            (7,394)

Other income                                                                          12,419             16,583             14,862
                                                                             ----------------   ----------------   ----------------
              Total revenue                                                        1,477,077          1,428,641          1,736,058
                                                                             ----------------   ----------------   ----------------

Benefits and expenses
Interest credited to policyholder account balances                                   541,266            447,901            709,144
Benefits incurred                                                                    238,071            245,319            220,550
Amortization of deferred sales inducements                                            60,246             74,081             80,334
                                                                             ----------------   ----------------   ----------------
              Total benefits                                                         839,583            767,301          1,010,028
                                                                             ----------------   ----------------   ----------------

Operating and other expenses (net of commissions and other
 expenses deferred)                                                                  162,648             92,491             99,857
Amortization of deferred policy acquisition costs and
 present value of future profits of acquired businesses                              175,601            178,739            236,708
                                                                             ----------------   ----------------   ----------------
              Total benefits and expenses                                          1,177,832          1,038,531          1,346,593
                                                                             ----------------   ----------------   ----------------
              Income before income taxes                                             299,245            390,110            389,465
Income tax expense                                                                   102,308            138,996            134,086
                                                                             ----------------   ----------------   ----------------

              Net income                                                           $ 196,937          $ 251,114          $ 255,379
                                                                             ----------------   ----------------   ----------------

        Less: Net income attributable to noncontrolling interests                    (57,373)            (6,437)                 -
                                                                             ----------------   ----------------   ----------------
    Net income attributable to Midland National Life Ins. Co                       $ 139,564          $ 244,677          $ 255,379
                                                                             ----------------   ----------------   ----------------


The accompanying notes are an integral part of these consolidated financial statements.



Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Statements of Cash Flows
----------------------------------------------------------------------------------------
Years Ended December 31, 2009 and 2008

                                                               Midland National Life Insurance Co. Stockholder's Equity
                                                               --------------------------------------------------------
                                                                                                      Accumulated
                                                                          Additional                    Other
                                                                Common     Paid-in     Comprehensive  Comprehensive
(Dollars in Thousands)                                          Stock      Capital     Income (Loss)  Income (Loss)

                                                               ---------  ----------                  ------------
Balances at December 31, 2006                                     2,549     268,707                       12,823
Comprehensive income (loss)
   Net income                                                                            $255,379
   Other comprehensive income (loss)
     Pension liability (net of tax $757)                                                    1,407          1,407
     Net unrealized loss on available-for-sale investments
      and certain interest rate swaps (net of tax ($36,257))                              (67,332)       (67,332)
                                                                                       -----------
           Total comprehensive income                                                    $189,454
                                                                                       -----------
Adjustment to initially apply SFAS Statement No. 158
   (net of applicable income tax benefit of ($1,312))                                                     (2,438)
Dividends paid on common stock
                                                               ---------  ----------                  -----------
Balances at December 31, 2007                                     2,549     268,707                      (55,540)

Comprehensive income (loss)
   Net income                                                                            $244,677
   Other comprehensive income (loss)
     Pension liability (net of tax ($1,259))                                               (2,337)        (2,337)
     Post-retirement liability (net of tax of $682)                                         1,266          1,266
     Net unrealized loss on available-for-sale investments
      and certain interest rate swaps (net of tax ($390,545))                            (725,299)      (725,299)
                                                                                       -----------
           Total comprehensive loss                                                    $ (481,693)
                                                                                       -----------
Capital contribution                                                         50,000
Dividends paid on common stock
                                                               ---------  ----------                  -----------
Balances at December 31, 2008                                   $ 2,549    $318,707                   $ (781,910)
                                                               ---------  ----------                  -----------
Reclassification of non-credit impairment losses
   from prior periods (net of tax ($3,796))                                                               (7,050)
Sale of subsidiary to noncontrolling interest                               (16,880)
Comprehensive income (loss)
   Net income                                                                            $139,564
   Other comprehensive income (loss)
     Pension liability (net of tax ($1,200))                                               (2,229)        (2,229)
     Post-retirement liability (net of tax of $340)                                           630            630
     Net unrealized gain on available-for-sale investments,
      non-credit portion of OTTI, and certain interest rate
      swaps (net of tax $165,204)                                                         306,808        306,808
                                                                                       -----------
           Total comprehensive income                                                     444,773
                                                                                       -----------
Capital contribution
Dividends paid on common stock
                                                               ---------  ----------                  -----------
Balances at December 31, 2009                                   $ 2,549    $301,827                   $ (483,751)
                                                               ---------  ----------                  -----------

The accompanying notes are an integral part of these consolidated financial statements.



Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Statements of Cash Flows (Continued)
----------------------------------------------------------------------------------------
Years Ended December 31, 2009 and 2008

                                                               Midland National Life Insurance Co. Stockholder's Equity
                                                               --------------------------------------------------------

                                                                                             Total
                                                                Retained    Noncontrolling  Stockholder's
(Dollars in Thousands)                                          Earnings      Interest       Equity
                                                                             ------------
                                                               ------------                -----------
Balances at December 31, 2006                                    1,094,893             -    1,378,972
Comprehensive income (loss)
   Net income                                                      255,379                    255,379
   Other comprehensive income (loss)
     Pension liability (net of tax $757)                                                        1,407
     Net unrealized loss on available-for-sale investments
      and certain interest rate swaps (net of tax ($36,257))                                  (67,332)

           Total comprehensive income

Adjustment to initially apply SFAS Statement No. 158
   (net of applicable income tax benefit of ($1,312))                                          (2,438)
Dividends paid on common stock                                     (43,345)                   (43,345)
                                                               ------------  ------------  -----------
Balances at December 31, 2007                                    1,306,927             -    1,522,643

Comprehensive income (loss)
   Net income                                                      244,677         6,437      251,114
   Other comprehensive income (loss)
     Pension liability (net of tax ($1,259))                                                   (2,337)
     Post-retirement liability (net of tax of $682)                                             1,266
     Net unrealized loss on available-for-sale investments
      and certain interest rate swaps (net of tax ($390,545))                                (725,299)

           Total comprehensive loss

Capital contribution                                                             127,400      177,400
Dividends paid on common stock                                     (46,740)                   (46,740)
                                                                             ------------  -----------
Balances at December 31, 2008                                  $ 1,504,864     $ 133,837   $ 1,178,047
                                                               ------------  ------------  -----------
Reclassification of non-credit impairment losses
   from prior periods (net of tax ($3,796))                          7,050                          -
Sale of subsidiary to noncontrolling interest                                     16,880            -
Comprehensive income (loss)
   Net income                                                      139,564        57,373      196,937
   Other comprehensive income (loss)
     Pension liability (net of tax ($1,200))                                                   (2,229)
     Post-retirement liability (net of tax of $340)                                               630
     Net unrealized gain on available-for-sale investments,
      non-credit portion of OTTI, and certain interest rate
      swaps (net of tax $165,204)                                                             306,808

           Total comprehensive income

Capital contribution                                                             296,100      296,100
Dividends paid on common stock                                     (51,617)                   (51,617)
                                                               ------------                -----------
Balances at December 31, 2009                                  $ 1,599,861     $ 504,190   $ 1,924,676
                                                               ------------  ------------  -----------

The accompanying notes are an integral part of these consolidated financial statements.



Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Statements of Cash Flows
----------------------------------------------------------------------------------------
Years Ended December 31, 2009 and 2008

(Dollars in Thousands)                                                 2009          2008          2007

Cash flows from operating activities
Net income                                                          $  196,937    $  251,114    $  255,379
Adjustments to reconcile net income to net cash
 (used in) provided by operating activities
    Amortization of deferred policy acquisition costs,
     deferred sales inducements and
     present value of future profits of
     acquired businesses                                               235,847       252,821       317,042
    Net amortization of premiums and discounts on investments          (89,973)      (53,509)      (38,907)
    Amortization of index options                                      165,439       258,469       266,142
    Policy acquisition costs deferred                                 (214,843)     (239,169)     (227,657)
    Sales inducements deferred                                         (74,579)      (96,598)      (82,688)
    Net realized investment (gains) losses                             (83,356)      (30,371)      (71,937)
    Net losses (gains) on derivatives                                  157,076        37,865      (116,037)
    Net unrealized gain from variable interest entity                  (35,795)      (27,442)            -
    Deferred income taxes                                              (17,781)       21,142        48,077
    Net interest credited and product charges on
     universal life and investment policies                            436,536       365,747       709,715
    Changes in other assets and liabilities
      Net receivables                                                  (57,028)       (8,417)     (118,256)
      Net payables                                                     125,697        18,239       (17,826)
      Policy benefits                                                   55,813        91,041        65,289
      Other                                                               (567)        4,410         5,808
                                                                    -----------  ------------  ------------

              Net cash provided by operating activities                799,423       845,342       994,144
                                                                    -----------  ------------  ------------

Cash flows from investing activities
Proceeds from investments sold, matured or repaid
    Fixed maturities                                                 7,712,355     8,621,197    10,477,422
    Equity securities                                                  100,281       138,241       594,464
    Mortgage loans                                                      33,601        43,499        37,901
    Derivative instruments                                               9,987        45,877        13,554
    Other invested assets                                               37,206        26,382        62,235
Cost of investments acquired
    Fixed maturities                                                (9,049,051)  (10,928,448)  (12,192,132)
    Equity securities                                                 (102,725)     (130,751)     (586,859)
    Mortgage loans                                                     (25,893)       (4,720)      (24,568)
    Derivative instruments                                            (162,597)     (423,186)     (304,478)
    Other invested assets                                              (28,219)      (84,276)      (87,119)
Net change in policy loans                                                (487)      (16,081)      (13,647)
Net change in short-term investments                                  (175,000)      174,597       126,537
Net change in collateral on derivatives                                183,681       (92,372)     (158,990)
Net change in amounts due to/from brokers                              144,838         5,189         3,065
                                                                    -----------  ------------  ------------
              Net cash used in investing activities                 (1,322,023)   (2,624,852)   (2,052,615)
                                                                    -----------  ------------  ------------

Cash flows from financing activities
Receipts from universal life and investment products                 2,779,877     2,798,104     2,616,859
Benefits paid on universal life and investment
 products                                                           (2,076,795)   (1,870,294)   (1,805,015)
Net change in repurchase agreements and other borrowings              (258,701)      820,615       256,585
Receipts related to noncontrolling interest                            296,100       127,400
Capital contribution received                                                -        50,000             -
Dividends paid on common stock                                         (51,617)      (46,740)      (43,345)
                                                                    -----------  ------------  ------------
              Net cash provided by financing activities                688,864     1,879,085     1,025,084
                                                                    -----------  ------------  ------------

Net increase (decrease) in cash                                        166,264        99,575       (33,387)
Cash at beginning of year                                              103,485         3,910        37,297
                                                                    -----------  ------------  ------------
Cash at end of year                                                 $  269,749    $  103,485    $    3,910
                                                                    -----------  ------------  ------------

Supplemental disclosures of cash flow information
Cash paid during the year for
    Income taxes, paid to parent                                    $  204,153    $   59,855    $  107,447
    Interest on other borrowings                                         4,594         5,044           449


The accompanying notes are an integral part of these consolidated financial statements.


Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2009 and 2008
----------------------------------------------------------------------------------------

(Dollars in Thousands)


1.      Summary of Significant Accounting Policies


        Organization
        Midland National Life Insurance Company and Subsidiary ("Midland
        National" or the "Company") is an indirect wholly owned subsidiary of
        Sammons Enterprises, Inc. ("SEI"). SFG Reinsurance Company ("SFG Re"), a
        subsidiary of Midland National, is a captive reinsurance company
        domiciled in South Carolina. Together, these companies offer individual
        life and annuity products in 49 states and the District of Columbia. The
        Company is affiliated through common ownership with North American
        Company for Life and Health Insurance ("North American").


        During 2008, Midland National became a limited partner in Guggenheim
        Partners Opportunistic Investment Grade Securities Fund, LLC (the
        "Fund") a private investment company and variable interest entity.
        Midland National is considered the primary beneficiary and owns 50.9%
        and 62.9% of the Fund as of December 31, 2009 and 2008, respectively. As
        the primary beneficiary, the Company consolidates the Fund in its
        consolidated financial statements.


        During 2008, SEI made a $50,000 capital contribution to the Company.


        Basis of Presentation
        The accompanying consolidated financial statements have been prepared in
        conformity with accounting principles generally accepted in the United
        State of America ("GAAP") and reflect the consolidation of the Company
        with its wholly owned and majority owned subsidiary. All intercompany
        transactions have been eliminated in consolidation.


        The Company determines whether it has a controlling financial interest
        in an entity by first evaluating whether the entity is a voting interest
        entity or a variable interest entity ("VIE").


        Voting interest entities are entities in which the total equity
        investment at risk is sufficient to enable the entity to finance its
        activities independently and the equity holders have the obligation to
        absorb losses, the right to receive residual returns, and the right to
        make decisions about the entity's activities. The usual condition for a
        controlling financial interest in an entity is ownership of a majority
        voting interest. Accordingly, the Company consolidates voting interest
        entities in which it has a majority voting interest.


        A VIE is defined as an entity whose equity investors do not have a
        controlling financial interest or do not have sufficient capital at risk
        for the entity to finance its activities without additional financial
        support from other parties. A company is deemed to be the primary
        beneficiary of a VIE if it expects to absorb a majority of the entities
        losses or receive a majority of the VIE's residual returns, or both. The
        Company consolidates VIE's for which it is deemed to be the primary
        beneficiary. The Company's share of earnings and losses of the investee
        is included in the consolidated operating results when the Company is
        able to exercise significant influence over the operating and financial
        decisions of the investee.


        When the Company does not have a controlling financial interest in an
        entity but exerts significant influence over the entity's operating and
        financial policies (generally defined as owning a voting interest of 20%
        to 50%) and has an investment in common stock or in-substance common
        stock, the Company accounts for its investment either with the equity
        method of accounting or at fair value.


        During 2008, one variable interest entity was identified where the
        Company is the primary beneficiary (refer to note 6). As of December 31,
        2009, the Company has other investments in limited partnerships that are
        reviewed to determine if any are variable interest entities. Some of
        these investments are VIEs, but in each case the Company has determined
        it is not the primary beneficiary. In accordance with the guidance on
        consolidating variable interest entities, the Company will continue to
        evaluate its position in the future as circumstances may change and the
        entity could be determined to be a VIE and the Company could become a
        primary beneficiary, in which case the Company would consolidate the
        variable interest entity into its financial statements.


        The Company evaluated subsequent events through March 24, 2010, the date
        the consolidated financial statements were issued.


        Use of Estimates
        The preparation of financial statements in conformity with GAAP requires
        management to make estimates and assumptions that affect the reported
        amounts of assets and liabilities and disclosure of contingent assets
        and liabilities at the date of the financial statements and the reported
        amounts of revenues and expenses during the reporting period. Actual
        results could differ significantly from those estimates.


        The most significant areas which require the use of management's
        estimates relate to the determination of the fair values of financial
        assets and liabilities, derivative instruments, deferred policy
        acquisition costs, deferred sales inducements, present value of future
        profits of acquired businesses and future policy benefits for
        traditional life insurance policies.


        Interest Rate Risk
        The Company is subject to the risk that interest rates will change and
        cause changes in investment prepayments and changes in the value of its
        investments. Policyholder persistency is also affected by changes in
        interest rates. To the extent that fluctuations in interest rates cause
        the cash flows and duration of assets and liabilities to differ from
        product pricing assumptions, the Company may have to sell assets prior
        to their maturity and realize a loss.


        Liquidity Risk
        Market conditions for fixed income securities could be such that
        illiquidity in the markets could make it difficult for the Company to
        sell certain securities and generate cash to meet policyholder
        obligations. Management believes it has adequate liquidity in its
        investment portfolio and other sources of funds to meet any future
        policyholder obligations.


        Counterparty Risk
        The Company enters into derivative and repurchase agreements with
        various financial institution counterparties. The Company is at risk
        that any particular counterparty will fail to fulfill its obligations
        under outstanding agreements. The Company limits this risk by selecting
        counterparties with long-standing performance records and with credit
        ratings of "A" or above. The amount of exposure to each counterparty is
        essentially the net replacement cost or market value for such agreements
        with each counterparty, as well as any interest due the Company from the
        last interest payment period less any collateral posted by the Company
        or counterparty.


        Fair Value of Financial Instruments
        Beginning in the year ended December 31, 2008, the Company adopted the
        authoritative guidance for fair value measurements and the fair value
        option for financial assets and financial liabilities as issued by the
        Financial Accounting Standards Board (FASB). See Notes 2 and 3 for a
        discussion of this guidance. The Company uses the following methods and
        assumptions in estimating the fair values of its financial instruments:


        Investment Securities
        Fair values for fixed maturity securities are obtained primarily from
        independent pricing sources, broker quotes and fair value/cash flow
        models. Fair value is based on quoted market prices, where available.
        For fixed maturities not actively traded, fair value is estimated using
        values obtained from independent pricing services or broker quotes. In
        some cases, such as private placements and certain mortgage-backed
        securities, fair value is estimated by discounting expected future cash
        flows using a current market rate applicable to the yield, credit
        quality and maturity of the investments. The fair value of equity
        securities is based on quoted market prices, where available, and for
        those equity securities not actively traded fair values are obtained
        from independent pricing services or from internal fair value/cash flow
        models.


        Mortgage Loans
        Fair value for mortgage loans is estimated using a duration-adjusted
        pricing methodology that reflects changes in market interest rates and
        the specific interest-rate sensitivity of each mortgage. Price changes
        derived from the monthly duration-adjustments are applied to the initial
        valuation mortgage portfolio that was conducted by an independent
        broker/dealer upon acquisition of the majority of the loans at which
        time each mortgage was modeled and assigned a spread corresponding to
        its risk profile for valuation purposes. For fair value reporting
        purposes, these spreads are adjusted for current market conditions. Fair
        values are also adjusted by internally generated illiquidity and default
        factors.


        Short-term Investments
        The carrying amounts reported in the consolidated balance sheets for
        these instruments, which primarily consist of commercial paper, money
        market funds and fixed income securities acquired with less than one
        year to maturity, approximate their fair values due to the nature of
        these assets.


        Derivative Instruments
        Fair values for interest rate swaps, credit default swaps, interest rate
        floors and other derivatives are based on exchange prices, broker quoted
        prices or fair values provided by the counterparties. Variation margin
        accounts, consisting of cash balances applicable to open futures
        contracts, held by counterparties are reported at the cash balances,
        which is equal to fair value. Fair values for call options are based on
        internal financial models or counterparty quoted prices.


        Other Invested Assets
        Other invested assets consist primarily of limited partnerships. In most
        cases, the carrying amounts represent the Company's share of the
        entity's underlying equity reported in its balance sheet. In situations
        where the Company has an ownership of less than 5%, the limited
        partnership is carried at cost. The fair value of limited partnership
        assets is equal to the Company's ownership of partners' capital, which
        is obtained from financial statements issued by the partnerships.


        Assets held in separate accounts
        Separate account assets are reported at estimated fair value in the
        consolidated balance sheets based on quoted net asset values of the
        underlying mutual funds.


        Investment-type Insurance Contracts
        Fair value for the Company's liabilities under investment-type insurance
        contracts is estimated using two methods. For those contracts without a
        defined maturity, the fair value is estimated as the amount payable on
        demand (cash surrender value). For those contracts with known
        maturities, fair value is estimated using discounted cash flow
        calculations using interest rates currently being offered for similar
        contracts with maturities consistent with the contracts being valued.
        The reported value of the Company's investment-type insurance contracts
        includes the fair value of indexed life and annuity embedded
        derivatives. These fair values are calculated using discounted cash flow
        valuation techniques based on current interest rates adjusted to reflect
        our credit risk and an additional provision for adverse deviation.


        The above fair value estimates are significantly affected by the
        assumptions used, including discount rates and estimates of future cash
        flows. Although fair value estimates are calculated using assumptions
        that management believes are appropriate, changes in assumptions could
        cause these estimates to vary materially. In that regard, the derived
        fair value estimates cannot be substantiated by comparison to
        independent markets and, in some cases, could not be realized in the
        immediate settlement of the instruments. Accordingly, the aggregate fair
        value amounts presented in Note 3 do not represent the underlying value
        to the Company.


        Investments and Investment Income
        The Company is required to classify its fixed maturity investments
        (bonds and redeemable preferred stocks) and equity securities (common
        and nonredeemable preferred stocks) into three categories: securities
        that the Company has the positive intent and the ability to hold to
        maturity are classified as "held-to-maturity;" securities that are held
        for current resale are classified as "trading securities;" and
        securities not classified as held-to-maturity or as trading securities
        are classified as "available-for-sale." Investments classified as
        trading or available-for-sale are required to be reported at fair value
        in the balance sheet. The Company currently has no securities classified
        as held-to-maturity or trading.


        Available-for-sale securities are classified as such if not considered
        trading securities or if there is not the positive intent and ability to
        hold the securities to maturity. Such securities are carried at fair
        value with the unrealized holding gains and losses and non-credit
        related impairments losses included as a component of other
        comprehensive income (loss) in the consolidated statements of
        stockholder's equity, net of related adjustments to deferred policy
        acquisition costs, deferred sales inducements, deferred income taxes,
        and the accumulated unrealized holding gains (losses) on securities sold
        which are released into income as realized investment gains (losses).
        Cash flows from available-for-sale security transactions are included in
        investing activities in the consolidated statements of cash flows.


        As previously discussed in the Organization section of this footnote,
        the Company consolidates a private investment company VIE in its
        consolidated financial statements. As an investment company, the VIE
        does not classify its fixed maturity investments into the three
        previously described categories. In addition, the VIE, and therefore the
        Company in its consolidation of the VIE, reports its fixed maturity
        investments at fair value but the unrealized gains and losses are
        reported as net unrealized gain from variable interest entity in the
        consolidated statements of income rather than as a component of other
        comprehensive income (loss) in the consolidated statements of
        stockholder's equity. Included in available-for-sale fixed maturity
        securities in the accompanying consolidated balance sheets are
        $1,265,946 and $195,545 as of December 31, 2009 and 2008, respectively,
        of the VIE. The unrealized gains on these fixed maturity securities of
        $34,739 and $27,311 for the years ended December 31, 2009 and 2008,
        respectively, are reported as net unrealized gain from variable interest
        entity in the accompanying consolidated statements of income. In
        addition, the VIE holds one preferred stock that is reported as an
        equity security in the accompanying consolidated balance sheets. The
        reported value of this security is $3,049 and $1,021 as of December 31,
        2009 and 2008, respectively, and the unrealized gain of $1,056 and $131
        for the years ended December 31, 2009 and 2008, respectively, is
        reported as a component of net unrealized gain from variable interest
        entity in the accompanying consolidated statements of income.


        For collateralized mortgage obligations ("CMO's") and mortgage-backed
        securities, the Company recognizes income using a constant effective
        yield based on anticipated prepayments and the estimated economic life
        of the securities. When actual prepayments differ significantly from
        anticipated prepayments, the effective yield is recalculated to reflect
        actual payments to date and anticipated future payments. The net
        investment in the security is adjusted to the amount that would have
        existed had the new effective yield been applied since the acquisition
        of the security. This adjustment is included in net investment income.
        Included in this category is approximately $96,981 of mortgaged-backed
        securities that are all or partially collateralized by sub-prime
        mortgages at December 31, 2009. A sub-prime mortgage is defined as a
        mortgage with one or more of the following attributes: weak credit
        score, high debt-to-income ratio, high loan-to-value ratio or
        undocumented income. In recent years, the deterioration in the sub-prime
        mortgage market has had an adverse impact on the overall credit markets,
        particularly related to the fair values of CMO's and other asset-backed
        securities. The Company is exposed to credit risk associated with the
        sub-prime lending market and continues to monitor these investments in
        connection with the Company's other-than-temporary impairment policy. At
        December 31, 2009, 62% of the Company's securities with sub-prime
        exposure are rated as investment grade.


        Mortgage loans are carried at the adjusted unpaid balances.
        Approximately 61% of the mortgage loans were acquired in 2003 and were
        recorded at fair value as of the purchase date. Approximately 28% of the
        Company's mortgage loan portfolio is located in Florida, Georgia, North
        Carolina and South Carolina and 17% is located in Illinois, Indiana,
        Michigan, Ohio and Wisconsin. The composition of the mortgage loan
        portfolio by property characteristic category as of December 31, 2009,
        was as follows: Office 32%, Industrial 23%, Residential 12%, Retail 6%,
        Apartment 2% and Other 25%. Two new mortgages were acquired in 2009 for
        $25,893, the majority of which related to an additional mortgage on the
        property of an indirect affiliate (see Note 16). The Company purchased
        95 existing residential reverse mortgages in 2007. These reverse
        mortgages are first liens on the related residential properties located
        primarily in California and Florida. At December 31, 2009, the reported
        value of these reverse mortgages was $27,870. Income on reverse
        mortgages is recognized using an effective yield based on the
        contractual interest rate and anticipated repayment of the mortgage. The
        maximum percentage of any one loan to the value of the underlying
        property at the time the loan was initiated was 80% for all standard
        mortgage loans. The reverse mortgages have a Principal Limit Factor
        ("PLF") that defines the maximum amount that can be advanced to a
        borrower. The PLF is a function of the age of the borrower and
        co-borrower, if any, and the appraised value of the residential
        property. The maximum PLF in the Company's reverse mortgage portfolio is
        62.5% of the underlying property value at the time of mortgage
        origination. Property and casualty insurance is required on all
        properties covered by mortgage loans at least equal to the excess of the
        loan over the maximum loan which would be permitted by law on the land
        without the buildings. Interest income on non-performing loans is
        generally recognized on a cash basis. The Company reviews its mortgage
        loans for impairment on an on-going basis. It considers such factors as
        delinquency of payments, decreases in the value of underlying
        properties, the financial condition of the mortgagee and the impact of
        general economic conditions in the geographic areas of the properties
        collateralizing the mortgages. Once the determination is made that a
        mortgage loan is impaired, the primary consideration used to determine
        the amount of the impairment is the fair market value of the underlying
        property. The Company assumes it would receive the proceeds from the
        sale of the underlying property less sale expenses. As a result of this
        review, the Company recognized an impairment charge against earnings of
        $1,530 for the year ended December 31, 2009 related to four mortgage
        loans. There was no impairment charge recognized in 2008.


        Short-term investments primarily include commercial paper, money market
        funds and fixed income securities acquired with less than one year to
        maturity and are stated at amortized cost. Policy loans are carried at
        unpaid principal balances.


        Derivative instruments consist of options, futures, interest rate
        floors, interest rate and credit default swaps. Options are reported at
        fair value, which are determined from internal financial models and
        compared to fair values provided by counterparties. Futures are reported
        at the cash balances held in counterparty variation margin accounts,
        which amount equals fair value. The interest rate floors and swaps and
        credit default swaps are reported at fair value, which values are
        determined from models using market observable inputs or quoted prices
        from counterparties.


        Other invested assets are primarily comprised of limited partnerships.
        Limited partnerships are recorded at fair value using the net asset
        value per share under the equity method of accounting in accordance with
        authoritative guidance issued by the FASB where the Company owns 5% or
        more of the entity's equity (reported at cost where the Company owns
        less than 5%). The net asset value per share is the Company's share of
        the limited partnerships total equity. These investments are reviewed
        for impairment on a quarterly basis.


        Investment income is recorded when earned. Realized gains and losses are
        determined on the basis of specific identification of the investments.
        Dividends are recorded on the ex-dividend date.


        The Company reviews its investments to determine if declines in value
        are other-than-temporary. During 2008, the general credit markets were
        distressed and there was illiquidity in many of the markets where the
        Company trades its fixed income securities. This distress and
        illiquidity significantly impacted the fair values of the Company's
        fixed income securities as of December 31, 2008. The credit market
        conditions improved significantly during 2009 and, as a result, the
        unrealized losses in the Company's fixed income portfolio were lower at
        December 31, 2009 than at December 31, 2008. If the fair value of a debt
        security is less than its amortized cost basis at the balance sheet
        date, the Company must assess whether the impairment is
        other-than-temporary. For fixed income securities, the primary factor
        the Company considers in its assessment of whether a decline in value is
        other-than-temporary is the issuer's ability to pay the amounts due
        according to the contractual terms of the investment. Additional factors
        considered in evaluating whether a decline in value is
        other-than-temporary are the length of time and magnitude by which the
        fair value is less than amortized cost, adverse conditions specifically
        related to the security, changes to the rating of the security by a
        rating agency, changes in the quality of underlying credit enhancements
        and changes in the fair value of the security subsequent to the balance
        sheet date.


        Effective January 1, 2009, the Company implemented new guidance issued
        by the FASB that expands the determination of whether an impairment of
        debt securities is other-than-temporary and the determination of the
        amount of the impairment to charge against earnings. When an
        other-than-temporary impairment has occurred, the amount of the
        impairment charged against earnings depends on whether the Company
        intends to sell the security or more likely than not will be required to
        sell the security before recovery of its amortized cost basis. If the
        Company intends to sell the security or more likely than not will be
        required to sell the security before recovery of its amortized cost
        basis, the entire impairment is recognized as a charge against earnings.
        If the Company does not intend to sell the security and it is not more
        likely than not it will be required to sell the security before recovery
        of its amortized cost basis, the impairment is bifurcated into a credit
        related loss and a non-credit related loss. The credit related loss is
        measured as the difference between the present value of cash flows
        expected to be collected from the debt security and the debt security's
        amortized cost. The amount of the credit related loss is recognized as a
        charge against earnings. The difference between the unrealized loss on
        the impaired debt security and the credit related loss charged against
        earnings is the non-credit related loss that is recognized in
        accumulated other comprehensive loss.


        The Company uses a single best estimate of cash flows approach and uses
        the effective yield prior to the date of impairment to calculate the
        present value of cash flows. The Company's assumptions for residential
        mortgage-backed securities, commercial mortgage-backed securities, other
        asset-backed securities and collateralized debt obligations include
        collateral pledged, scheduled interest payments, default levels,
        delinquency rates and the level of nonperforming assets for the
        remainder of the investments' expected term. The company's assumptions
        for corporate and other fixed maturity securities include scheduled
        interest payments and an estimated recovery value, generally based on a
        percentage return of the current market value.


        After an other-than-temporary write-down, the new cost basis is the
        prior amortized cost less the credit loss. The adjusted cost basis is
        generally not adjusted for subsequent recoveries in fair value. However,
        if the Company can reasonably estimate future cash flows after a
        write-down and the expected cash flows indicate some or all of the
        credit related loss will be recovered, the discount or reduced premium
        recorded is amortized over the remaining life of the security.
        Amortization in this instance is computed using the prospective method
        and is determined based on the current estimate of the amount and timing
        of future cash flows.


        During 2009, 2008 and 2007, the Company recorded $71,471, $87,404 and
        $7,394, respectively, of realized losses as a result of
        other-than-temporary impairments. These losses are included in net
        impairment loss recognized in earnings in the consolidated statements of
        income. The Company was required to recognize the cumulative effect of
        initially applying this guidance. For the fixed income securities held
        at the beginning of 2009 for which an other-than-temporary impairment
        was previously recognized and the Company did not intend to sell and it
        was not more likely than not that it would be required to sell the
        security before recovery of its amortized cost basis, the cumulative
        effect of initially applying this guidance is recognized as an
        adjustment to the opening balance of retained earnings with a
        corresponding adjustment to accumulated other comprehensive income. The
        amount of the cumulative effect adjustment recognized by the Company was
        $7,050, which is reported in the accompanying consolidated statements of
        stockholder's equity.


        Cash
        Cash consists of demand deposits and non-interest bearing deposits held
        by custodial banks.


        Recognition of Traditional Life Revenue and Policy Benefits Traditional
        life insurance products include those products with fixed and guaranteed
        premiums and benefits. Life insurance premiums are recognized as premium
        income when due. Benefits and expenses are associated with earned
        premiums so as to result in recognition of profits over the life of the
        contracts. This association is accomplished by means of the provision
        for policy benefit reserves and the amortization of deferred policy
        acquisition costs.

        The liabilities for the policy benefit reserves for traditional life
        insurance policies of $1,003,106 and $965,373 at December 31, 2009 and
        2008, respectively, generally are computed by the net level premium
        method based on estimated future investment yield, mortality, morbidity
        and withdrawals that were appropriate at the time the policies were
        issued or acquired. Interest rate assumptions ranged primarily from
        6.00% to 9.00% in 2009 and 2008.

        Recognition of Revenue and Policy Benefits for Interest Sensitive Life
        Insurance Products and Investment Contracts ("Interest Sensitive
        Policies")
        Interest sensitive policies are issued on a periodic and single premium
        basis. Amounts collected are credited to policyholder account balances.
        Revenues from interest sensitive policies consist of charges assessed
        against policyholder account balances for the cost of insurance, policy
        administration, and surrender charges. Revenues also include investment
        income related to the investments that support the policyholder account
        balances. Policy benefits and claims that are charged to expense include
        benefits incurred in the period in excess of related policyholder
        account balances. Benefits also include interest and fixed index amounts
        credited to the account balances.

        Policyholder reserves for universal life and other interest sensitive
        life insurance and investment contracts, reported in the consolidated
        balance sheets as policyholder account balances of $23,244,885 and
        $21,648,394 at December 31, 2009 and 2008, respectively, are determined
        using the retrospective deposit method. Policy reserves consist of the
        policyholder deposits and credited interest and fixed index credits less
        withdrawals and charges for mortality, administrative, and policy
        expenses. Interest crediting rates ranged primarily from 2.00% to 7.50%
        in 2009 and 2008. For certain contracts, these crediting rates extend
        for periods in excess of one year.

        Accounting for Derivative Instruments
        Guidance issued by the FASB requires that all derivatives be carried on
        the consolidated balance sheets at fair value, with certain changes in
        fair value reflected in other comprehensive income (loss) in the
        consolidated statements of stockholder's equity (for those derivatives
        designated as effective "cash flow hedges") while other changes in
        derivative fair value are reflected as net gains (losses) on derivatives
        in the consolidated statements of income. The changes in fair value of
        derivatives designated as effective fair value hedges and the changes in
        fair value of the hedged fixed income securities are reported as a
        component of net gains (losses) on derivatives. For derivatives not
        designated as effective hedges, the change in fair value is recognized
        as a component of net gains (losses) on derivatives in the period of
        change.


        The Company uses derivatives to manage its fixed indexed and policy
        obligation interest guarantees and interest rate risks applicable to its
        investments. To mitigate these risks, the Company enters interest rate
        swap agreements and futures contracts and purchases equity indexed
        options. The interest rate swaps are accounted for as either effective
        cash flow hedges, effective fair value hedges or as non-hedge
        derivatives. To qualify for hedge accounting, the Company is required to
        formally document the hedging relationship at the inception of each
        derivative transaction. This documentation includes the specific
        derivative instrument, risk management objective, hedging strategy,
        identification of the hedged item, specific risk being hedged and how
        effectiveness will be assessed. To be considered an effective hedge, the
        derivative must be highly effective in offsetting the variability of the
        cash flows or the changes in fair value of the hedged item.
        Effectiveness is evaluated on a retrospective and prospective basis.


        The Company has fixed indexed universal life and annuity products that
        have a guaranteed base return and a higher potential return tied to
        several major equity market indexes. In order to fund these benefits,
        the Company purchases over-the-counter index ("call") options and enters
        exchange listed futures contracts that compensate the Company for any
        appreciation over the strike price and substantively offsets the
        corresponding increase in the policyholder obligation. The futures
        contracts are adjusted to market value each day, which mark-to-market is
        settled in cash daily through the Company's variation margin accounts
        maintained with the counterparty. Gains (losses) during the time a
        futures contract is outstanding are reported as gains (losses) on
        derivatives. The Company amortizes the cost of the indexed options
        against investment income over the term of the option, which is
        typically one year. In accordance with FASB guidance, the Company
        adjusts the carrying value of the options from amortized cost to fair
        value with any change reflected as net gains (losses) on derivatives in
        the consolidated statements of income. When the option matures, any
        value received by the Company is reflected as investment income offset
        by the amount credited to the policyholder.


        The Company follows authoritative guidance for determining when certain
        reinsurance arrangements and debt instruments contain embedded
        derivatives requiring bifurcation due to the incorporation of credit
        risk exposures that are not clearly and closely related to the
        creditworthiness of the obligor. This guidance impacts two large
        coinsurance with funds withheld agreements with an outside reinsurance
        company applicable to specified annuity policies issued by the Company.


        The agreements between the Company and its derivatives counterparties
        require the posting of collateral when the market value of the
        derivative instruments exceeds the cost of the instruments. Collateral
        posted by counterparties is reported in the consolidated balance sheets
        in short-term investments with a corresponding liability reported in
        repurchase agreements, other borrowings and collateral on derivatives.
        Collateral posted by the Company is reported in the consolidated balance
        sheets as other receivables.


        The Company applies the authoritative guidance for accounting for
        certain hybrid financial instruments. This guidance permits fair value
        measurement for any hybrid financial instrument that contains an
        embedded derivative that otherwise would require bifurcation. See Note 5
        for additional discussion of the impact of the fair value guidance.


        Repurchase Agreements
        As part of its investment strategy, the Company enters into reverse
        repurchase agreements to increase the Company's investment return. The
        Company accounts for these transactions as secured borrowings, where the
        amount borrowed is tied to the market value of the underlying collateral
        securities. Reverse repurchase agreements involve a sale of securities
        and an agreement to repurchase the same securities at a later date at an
        agreed-upon price. As of December 31, 2009 and 2008, there were
        $2,424,585 and $2,683,285, respectively, of such agreements outstanding.
        The collateral for these agreements is held in fixed maturities in the
        consolidated balance sheets.


        Deferred Policy Acquisition Costs ("DAC")
        Policy acquisition costs that vary with, and are primarily related to
        the production of new business, are deferred into the DAC asset to the
        extent that such costs are deemed recoverable from future profits. Such
        costs include commissions, marketing, policy issuance, underwriting, and
        certain variable agency expenses. For traditional insurance policies,
        such costs are amortized over the estimated premium paying period of the
        related policies in proportion to the ratio of the annual premium
        revenues to the total anticipated premium revenues. For interest
        sensitive policies, these costs are amortized over the lives of the
        policies in relation to the present value of actual and estimated gross
        profits, subject to regular evaluation and retroactive revision to
        reflect actual emerging experience. Recoverability of DAC is evaluated
        on an annual basis by comparing the current estimate of future profits
        to the unamortized asset balance.


        Deferred Sales Inducements ("DSI")
        The Company defers certain sales inducement costs into a DSI asset.
        Sales inducements consist of premium bonuses and bonus interest on the
        Company's life and annuity products. The Company accounts and reports
        for certain sales inducements whereby capitalized costs are reported
        separately in the consolidated balance sheets and the amortization of
        the capitalized sales inducements is reported as a separate component of
        insurance benefits in the consolidated statements of income in
        accordance with authoritative guidance.


        To the extent that unrealized investment gains or losses on
        available-for-sale securities would result in an adjustment to the
        amortization pattern of DAC and DSI had those gains or losses actually
        been realized, the adjustments are recorded directly to stockholder's
        equity through other comprehensive income (loss) as an offset to the
        unrealized investment gains or losses on available-for-sale securities.


        Present Value of Future Profits of Acquired Businesses ("PVFP")
        The PVFP represents the portion of the purchase price of blocks of
        businesses that was allocated to the future profits attributable to the
        insurance in force at the dates of acquisition. The PVFP is amortized in
        relationship to the actual and expected emergence of such future
        profits. Based on current conditions and assumptions as to future
        events, the Company expects to amortize $2,733, $1,715, $1,312, $1,238,
        and $1,167 of the existing PVFP over the next five years.


        Retrospective adjustments of these amounts are made periodically upon
        revision of estimates of current or future gross profits on universal
        life-type products to be realized from a group of policies.
        Recoverability of the PVFP is evaluated periodically by comparing the
        current estimate of future profits to the unamortized asset balance.


        Policy Claims and Benefits Payable
        The liability for policy claims and benefits payable includes provisions
        for reported claims and estimates for claims incurred but not reported,
        based on the terms of the related policies and contracts and on prior
        experience. Claim liabilities are based on estimates and are subject to
        future charges in claim severity and frequency. Estimates are
        periodically reviewed and adjustments are reflected in current
        operations.


        Variable Life and Annuity Products
        The separate accounts held by the Company are funds on which investment
        income and gains or losses accrue directly to certain policyholders. The
        assets of these accounts are legally separated and are not subject to
        the claims that may arise out of any other business of the Company. The
        Company reports its separate account assets at market value; the
        underlying investment risks are assumed by the contractholders. The
        Company records the related liabilities at amounts equal to the market
        value of the underlying assets. The Company reflects these assets and
        liabilities in the separate account assets and liabilities lines in the
        consolidated balance sheets. The Company reports the fees earned for
        administrative and contractholder services performed for the separate
        accounts as other income in the consolidated statements of income.


        Dividends and Distributions
        Payment of dividends or other distributions are limited by statute,
        which is generally limited to the greater of the insurance company's
        statutory net income or 10% of the insurance company's statutory
        surplus.


        Federal Income Taxes
        The Company is a member of SEI's consolidated United States federal
        income tax group. The policy for intercompany allocation of federal
        income taxes provides that the Company compute the provision for federal
        income taxes on a separate return basis. The Company makes payment to,
        or receives payment from, SEI in the amount they would have paid to, or
        received from, the Internal Revenue Service had they not been members of
        the consolidated tax group. The separate Company provisions and payments
        are computed using the tax elections made by SEI.


        Deferred tax liabilities and assets are recognized based upon the
        difference between the financial statement and tax bases of assets and
        liabilities using enacted tax rates in effect for the year in which the
        differences are expected to reverse.


        Comprehensive Income
        The Company follows the reporting concept of "Comprehensive Income"
        which requires the reporting of comprehensive income in addition to net
        income. Comprehensive income is a more inclusive financial reporting
        methodology that includes disclosure of certain financial information
        that historically has not been recognized in the calculation of net
        income. Comprehensive income for the Company includes net income and
        other comprehensive income, which includes unrealized investment gains
        (losses) on available-for-sale securities, non-credit portion of OTTI,
        and interest rate swaps accounted for as cash flow hedges net of related
        adjustments to deferred policy acquisition costs, deferred sales
        inducements, and deferred income taxes and additional pension and
        post-retirement benefit liabilities.


        Reclassification
        Certain items in the 2008 and 2007 financial statements have been
        reclassified to conform to the 2009 presentation.


2.      Recently Issued Accounting Standards


        Fair Value Measurements
        The Company adopted FASB guidance that defined fair value and
        established a framework for measuring fair value on January 1, 2008. In
        September 2008, additional fair value guidance was issued and provides
        guidance for determining fair value of a financial asset when the market
        for that financial asset is not active. The adoption of this guidance
        primarily resulted in a change prospectively beginning on January 1,
        2008 in the discount rates used in the calculation of the fair values of
        the embedded derivative component of the Company's policy benefit
        reserves from risk-free interest rates to interest rates that include
        non-performance risk related to those liabilities. This change also
        impacted the calculation of the embedded derivatives contained in the
        Company's coinsurance with funds withheld reinsurance agreements. The
        adoption of the fair value guidance resulted in a net loss due to the
        change in the fair value of the embedded options related to policyholder
        obligations and change in fair value of the embedded derivatives on
        January 1, 2008 of $216,999. See Note 3 for additional discussion of the
        impact of the fair value guidance. The net loss impact of this change
        net of related adjustments in amortization of deferred policy
        acquisition costs and deferred sales inducements and income taxes was
        $47,644.

        In April 2009, the FASB issued additional guidance related to estimating
        fair value when the volume and level of activity for the asset or
        liability have significantly decreased in relation to normal market
        activity for the asset or liability and clarifies that the use of
        multiple valuation techniques may be appropriate. The guidance also
        provides guidance on identifying transactions that are not orderly. In
        addition it requires additional disclosures about fair value
        measurements. The Company adopted this guidance for the year ended
        December 31, 2009. There was no material effect on the consolidated
        financial statements but the guidance did increase disclosure
        requirements about fair value measurements (refer to Note 3).

        In August 2009, the FASB issued further guidance on fair value
        measurements and disclosures related to measuring liabilities at fair
        value. This guidance provides clarification that in circumstances in
        which a quoted price in an active market for the identical liability is
        not available, a reporting entity is required to measure fair value
        using one or more of the following techniques: (1) a valuation technique
        that uses the quoted price of the identical liability when traded as an
        asset and/or quoted prices for similar liabilities when traded as
        assets, (2) another valuation technique that is consistent with the
        principles of fair value measurement guidance. The Company adopted the
        guidance for the year ended December 31, 2009. The new guidance did not
        have a material effect on the consolidated financial statements.

        In September 2009, the FASB issued new guidance for the fair value
        measurement of investments in certain entities that calculate net asset
        value per share (or its equivalent). The guidance permits the use of a
        practical expedient when determining the net asset value. If the
        practical expedient is used, increased disclosures are required. The
        Company adopted the guidance effective for the year ended December 31,
        2009. The new guidance did not have a material effect on our
        consolidated financial statements but it did increase our disclosures
        about fair value measurement.

        In January 2010, the FASB issued additional guidance on disclosures for
        fair value measurements. The new disclosures include gross presentation
        of activities within the Level 3 roll forward, adds a new requirement to
        disclose transfers in and out of Level 1 and 2 measurements, and
        clarifies two existing disclosure requirements related to the level of
        disaggregation of fair value measurements and disclosures regarding
        inputs and valuation techniques. This guidance is effective for fiscal
        years beginning after December 15, 2009, except for the gross
        presentation of the Level 3 roll forward information which is effective
        for fiscal years beginning after December 15, 2010. The Company believes
        the guidance will not have a material impact on the consolidated
        financial statements, but will increase the disclosures about fair
        value.

        Business Combinations
        In December 2007, the FASB issued updated guidance related to business
        combinations. This standard revises previously issued authoritative
        guidance and will change how companies account for business
        acquisitions. The new standard applies greater use of fair values to
        acquired assets and liabilities and will introduce more volatility into
        earnings subsequent to acquisitions. The Company adopted the guidance
        effective January 1, 2009 and will apply it to subsequent acquisitions.

        Noncontrolling Interests
        In 2009 the Company adopted revised guidance on accounting and reporting
        for noncontrolling interest in consolidated financial statements. The
        authoritative guidance changes the accounting and reporting for minority
        interests, which will now be characterized as noncontrolling interests.
        Upon adoption, noncontrolling interests will be classified as a
        component of stockholder's equity whereas prior to the new guidance
        minority interests were classified as a liability. The initial reported
        value of noncontrolling interests will be at fair value. According to
        this guidance net income includes the total income of all consolidated
        subsidiaries with separate disclosures on the face of the income
        statement of the income attributable to controlling and noncontrolling
        interests. Previously, net income attributable to the noncontrolling
        interest was reported as an operating expense in arriving at
        consolidated net income. The guidance also amends the accounting
        requirements for changes in a parent's ownership interest when the
        parent retains control and for changes in a parent's ownership interest
        that results in deconsolidation. The Company adopted the guidance as
        required for the year ended December 31, 2009 and the presentation and
        disclosure requirements have been applied retrospectively for the
        periods presented (refer to Note 6).

        In January 2010, the FASB issued guidance on accounting and reporting
        for decreases in ownership of a subsidiary. The guidance clarifies the
        scope of the decrease in ownership provisions to include a business or
        nonprofit activity as well as an entity that exchanges a group of assets
        that constitutes a business or nonprofit activity for an equity interest
        in another entity. The guidance also improves the disclosures for fair
        value measurements relating to retained investments in a deconsolidated
        subsidiary or a preexisting interest held by an acquirer in a business
        combination. This guidance is effective beginning in the period that an
        entity adopts the previous noncontrolling interest guidance which is the
        year ended December 31, 2009 for the Company.

        Derivative Instrument Disclosures
        In March 2008, the FASB issued authoritative guidance amending and
        expanding the disclosures previously required about derivative
        instruments and hedging activities The guidance requires disclosures
        that enhances understanding of 1) how and why an entity uses derivative
        instruments, 2) how derivatives and related hedged items are accounted
        for and 3) how derivative instruments affect an entity's financial
        position, results of operations and its cash flows. The Company adopted
        the guidance effective January 1, 2009 (refer to Note 5).


        Pension and post-retirement plan assets
        In December 2008, revised guidance was issued related to employer's
        disclosures about post-retirement benefit plan assets which provides
        guidance on an employer's disclosures about plan assets of a defined
        benefit pension or other post-retirement plan. This guidance was adopted
        for fiscal year 2009 as required and the expanded disclosures are
        included in Note 15.

        Other-Than-Temporary Impairments
        In April 2009, the FASB issued amended guidance on the recognition and
        presentation of an other-than-temporary impairment ("OTTI") and required
        additional disclosures. The recognition provisions apply only to debt
        securities classified as available-for-sale and held-to-maturity. The
        presentation and disclosure requirements apply to both debt and equity
        securities. An impaired debt security will be considered OTTI if a
        holder has the intent to sell, or it more likely than not will be
        required to sell prior to recovery of the amortized cost. If a holder of
        a debt security does not expect recovery of the entire cost basis, even
        if there is no intention to sell the security, it will be considered an
        OTTI as well. In addition, the guidance changes how an entity recognizes
        an OTTI for a debt security by separating the loss between the amount
        representing the credit loss and the amount relating to other factors,
        if a holder does not have the intent to sell or it more likely than not
        will be required to sell prior to recovery of the amortized cost less
        any current period credit loss. Credit losses will be recognized in net
        income and losses relating to other factors will be recognized in other
        comprehensive income ("OCI"). If the holder has the intent to sell or it
        more likely than not will be required to sell before its recovery of
        amortized cost less any current period credit loss, the entire OTTI will
        continue to be recognized in net income. The adoption of the guidance
        requires a cumulative effect adjustment to the opening balance of
        retained earnings in the period of adoption with a corresponding
        adjustment to accumulated OCI. The Company adopted the guidance as
        required on January 1, 2009 and reclassified $7,050 from retained
        earnings to accumulated OCI and included the additional disclosures as
        required (refer to Note 1).


        Subsequent Events
        In May 2009, the FASB issued guidance related to subsequent events. The
        guidance establishes general standards of accounting for and disclosure
        of events that occur after the balance sheet date but before the
        financial statements are issued or are available to be issued. The
        guidance defines the period after the balance sheet date during which
        management of a reporting entity should evaluate events or transactions
        that may occur for potential recognition or disclosure in the financial
        statements, the circumstances under which an entity should recognize
        events or transactions occurring after the balance sheet date in its
        financial statements and the disclosures that an entity should make
        about events or transactions that occurred after the balance sheet date.
        The Company adopted the guidance in 2009 (refer to Note 1).


        Transfers of Financial Assets
        In June 2009, the FASB issued amended guidance on accounting for
        transfers of financial assets. The guidance is designed to improve the
        relevance, representational faithfulness, and comparability of the
        information that a reporting entity provides in its financial reports
        about a transfer of financial assets; the effects of a transfer on its
        financial position, financial performance, and cash flows; and a
        transferor's continuing involvement in transferred financial assets. The
        most significant change is the elimination of the concept of a
        qualifying special-purpose entity. Therefore, formerly qualifying
        special-purpose entities (as defined under previous standards) should be
        evaluated for consolidation by reporting entities on and after the
        effective date in accordance with the applicable consolidation guidance.
        This guidance is effective for fiscal years beginning after November 15,
        2009. The guidance will have an impact on the financial statements of
        the Company for any transfers of financial assets made subsequent to
        December 31, 2009.





        Variable Interest Entities
        In June 2009, the FASB issued amended guidance related to the
        consolidation of variable interest entities ("VIE"). The guidance
        requires an enterprise to perform an analysis to determine whether the
        company's variable interest or interests give it a controlling financial
        interest in a VIE. This analysis identifies the primary beneficiary of a
        VIE as the company that (1) has the power to direct the activities of a
        VIE that most significantly impact the entity's economic performance and
        (2) the obligation to absorb losses of the entity that could potentially
        be significant to the VIE or the right to receive benefits from the
        entity that could potentially be significant to the VIE. The guidance
        requires ongoing reassessments of whether the company is the primary
        beneficiary of a VIE. It also requires enhanced disclosures that will
        provide users of financial statements with more transparent information
        about a company's involvement with the VIE. The enhanced disclosures are
        required for any company that holds a variable interest in a VIE. The
        guidance is effective for fiscal years beginning after November 15,
        2009. The Company will re-evaluate its investments in limited
        partnerships to determine if there are VIE's which would require
        consolidation in accordance with this new guidance for the year ended
        December 31, 2010. The Company does not expect the adoption of this
        guidance to be material to the consolidated financial statements.


3.      Fair Value of Financial Instruments


        The carrying value and estimated fair value of the Company's financial
        instruments are as follows:


                                                          December 31, 2009                        December 31, 2008
                                                  -----------------------------------     ----------------------------------
                                                    Carrying             Estimated         Carrying             Estimated
                                                      Value             Fair Value           Value             Fair Value
Financial assets
    Fixed maturities,
     available-for-sale                             $22,256,805          $22,256,805       $20,400,384          $20,400,384
    Equity securities,
     available-for-sale                                 462,328              462,328           387,086              387,086
    Mortgage loans                                      241,001              207,576           252,485              208,396
    Short-term investments                              353,271              353,271           178,271              178,271
    Derivative instruments                              435,085              435,085           107,416              107,416
    Other invested assets                               337,514              362,471           377,954              371,650
    Reinsurance receivables                               6,676                6,676           (35,680)             (35,680)
    Separate account assets                             934,472              934,472           719,240              719,240
Financial liabilities
    Investment-type insurance contracts              12,808,780           11,444,929        12,572,411           10,986,737
    Repurchase agreements, other borrowings
      and collateral on derivatives                   2,974,315            2,974,315         3,049,335            3,049,335
    Derivative instruments                               51,187               51,187            47,123               47,123


        As discussed in Note 2 above, the FASB guidance on fair value
        measurements defines fair value, establishes a framework for measuring
        fair value and expands the required disclosures about fair value
        measurements. Per the guidance, fair value is based on an exit price,
        which is the price that would be received to sell an asset or paid to
        transfer a liability in an orderly transaction between market
        participants at the measurement date. The fair value guidance also
        establishes a hierarchal disclosure framework which prioritizes and
        ranks the level of market price observability used in measuring
        financial instruments at fair value. Market price observability is
        affected by a number of factors, including the type of instrument and
        the characteristics specific to the instrument. Financial instruments
        with readily available active quoted prices or for which fair value can
        be measured from actively quoted prices generally will have a higher
        degree of market price observability and a lesser degree of judgment
        used in measuring fair value.


        The Company determines the fair value of its investments, in the absence
        of observable market prices, using the valuation methodologies described
        below applied on a consistent basis. For some investments, market
        activity may be minimal or nonexistent and management's determination of
        fair value is then based on the best information available in the
        circumstances and may incorporate management's own assumptions, which
        involves a significant degree of judgment.


        Investments for which market prices are not observable are generally
        private investments, securities valued using non-binding broker quotes
        or securities with very little trading activity. Fair values of private
        investments are determined by reference to public market or private
        transactions or valuations for comparable companies or assets in the
        relevant asset class when such amounts are available. If these are not
        available, a discounted cash flow analysis using interest spreads
        adjusted for the maturity/average life differences may be used. Spread
        adjustments are intended to reflect an illiquidity premium and take into
        account a variety of factors including but not limited to senior
        unsecured versus secured, par amount outstanding, number of holders,
        maturity, average life, composition of lending group, debit rating,
        credit default spreads, default rates and credit spreads applicable to
        the security sector. These valuation methodologies involve a significant
        degree of judgment.


        Financial instruments measured and reported at fair value are classified
        and disclosed in one of the following categories.


        Level 1 - Quoted prices are available in active markets for identical
        financial instruments as of the reporting date. The types of financial
        instruments included in Level 1 are listed equities, mutual funds, money
        market funds and non-interest bearing cash. As required by the fair
        value measurements guidance, the Company does not adjust the quoted
        price for these financial instruments, even in situations where it holds
        a large position and a sale could reasonably impact the quoted price.


        Level 2 - Fair values are based on quoted prices for similar assets or
        liabilities in active and inactive markets. Inactive markets involve few
        transactions for similar assets or liabilities and the prices are not
        current or price quotations vary substantially over time or among market
        makers, which would include some broker quotes. Level 2 inputs also
        include corroborated market data such as interest rate spreads, yield
        curves, volatilities, prepayment speeds, credit risks and default rates.
        Financial instruments that are generally included in this category
        include corporate bonds, asset backed securities, CMOs, short-term
        securities, less liquid and restricted equity securities and
        over-the-counter derivatives.

        Level 3 - Pricing inputs are unobservable for the financial instrument
        and include situations where there is little, if any, market activity
        for the financial instrument. These inputs may reflect the Company's
        estimates of the assumptions that market participants would use in
        valuing the financial instruments. Financial instruments that are
        included in this category generally include private corporate
        securities, collateralized debt obligations and index life and annuity
        embedded derivatives.


        In certain cases, the inputs used to measure fair value may fall into
        different levels of the fair value hierarchy. In such cases, a financial
        instrument's level within the fair value hierarchy is based on the
        lowest level of input that is significant to the fair value measurement.
        The assessment of the significance of a particular input to the fair
        value measurement in its entirety requires judgment and considers
        factors specific to the financial instrument.


        The following tables summarize the valuation of the Company's financial
        instruments presented in the consolidated balance sheets by the fair
        value hierarchy levels defined in the fair value measurements guidance:


                                                                                   December 31, 2009
                                                        -----------------------------------------------------------------------
                                                         Quoted prices      Significant
                                                           In active           other            Significant
                                                          Markets for        observable         unobservable
                                                         identical assets      inputs              inputs
                                                           (Level 1)         (Level 2)           (Level 3)         Total
    Assets
    Fixed maturities - available for sale
    U.S. government and agencies                                 $     -        $ 3,254,711            $     -     $ 3,254,711
    Corporate securities                                               -          6,617,649            754,956       7,372,605
    Residential mortgage-backed securities                             -          1,942,431          1,154,910       3,097,341
    Commercial mortgage-backed securities                              -          1,289,682             65,423       1,355,105
    Asset backed securities                                            -          1,943,826          2,836,787       4,780,613
    Other debt obligations                                             -          2,157,165            239,265       2,396,430
                                                        -----------------  -----------------  -----------------   -------------
    Total fixed maturities - available for sale                        -         17,205,464          5,051,341      22,256,805
    Equity securities - available for sale                             -            437,084             25,244         462,328
    Derivative instruments                                             -            435,085                  -         435,085
    Reinsurance receivables                                            -                  -              6,676           6,676
    Separate account assets                                      934,472                  -                  -         934,472

    Liabilities
    Policyholder account balances - index
          life and annuity embedded derivatives                  $     -           $      -          $  26,158          26,158
    Derivative instruments                                        23,159             28,028            $     -          51,187


                                                                                 December 31, 2008
                                                        -----------------------------------------------------------------------
                                                         Quoted prices      Significant
                                                           In active           other            Significant
                                                          Markets for        observable         unobservable
                                                         identical assets      inputs              inputs
                                                           (Level 1)         (Level 2)           (Level 3)         Total
    Assets
    Fixed maturities - available for sale                        $     -       $ 15,255,917        $ 5,144,467    $ 20,400,384
    Equity securities - available for sale                             -            310,564             76,522         387,086
    Derivative instruments                                         1,602            105,814                  -         107,416
    Reinsurance receivables                                            -                  -            (35,680)        (35,680)
    Separate account assets                                      719,240                  -                  -         719,240

    Liabilities
    Policyholder account balances - index
          life and annuity embedded derivatives                  $     -           $      -         $ (416,478)    $  (416,478)
    Derivative instruments                                             -             47,123                  -          47,123



        Approximately 23% and 25% of the total fixed maturities are included in
        the Level 3 group at December 31, 2009 and 2008, respectively.


        The preceding financial instruments are reported at fair value in the
        consolidated balance sheets. Methods and assumptions used to determine
        the fair values are described in Note 1.



        The following tables summarize the Level 3 fixed maturity and equity
        security investments by valuation methodology as of December 31, 2009
        and 2008:


                                                        ---------------------------------------------------------
                                                                           December 31, 2009
                                                        ---------------------------------------------------------
                                                          Third-party            Priced
                                                            vendors            internally            Total
                                                        ---------------------------------------------------------

    Assets
    U.S. government and agencies                                     $ -                  $ -                $ -
    Corporate securities                                         181,604              573,352            754,956
    Residential mortgage-backed securities                         2,350            1,152,560          1,154,910
    Commercial mortgage-backed securities                         50,965               14,458             65,423
    Asset backed securities                                       96,342            2,740,446          2,836,788
    Other debt obligations                                       118,179              121,085            239,264
                                                        -----------------  -------------------  -----------------
    Total fixed maturities - available for sale                  449,440            4,601,901          5,051,341
    Equity securities - available for sale                             -               25,244             25,244
                                                        -----------------  -------------------  -----------------
    Total                                                      $ 449,440          $ 4,627,145        $ 5,076,585
                                                        -----------------  -------------------  -----------------
    Percent of total                                                  9%                  91%               100%
                                                        -----------------  -------------------  -----------------

                                                                 December 31, 2008
                            ------------------------------------------------------------------------------------------------
                                                                       Mortgage or                              Percent
                                  All                Private           other asset                                 of
                                 Other             Placements        backed securities        Total              Total

Source of valuation
Priced internally                  $  84,124           $  394,259         $ 4,183,371         $ 4,661,754               89%
Third-party vendors                  213,992              229,586             115,657             559,235               11%
                            -----------------   ------------------   -----------------  ------------------   ---------------

Total                             $  298,116           $  623,845         $ 4,299,028         $ 5,220,989              100%
                            -----------------   ------------------   -----------------  ------------------   ---------------



        The changes in financial instruments measured at fair value, excluding
        accrued interest income, for which Level 3 inputs were used to determine
        fair value during 2009 are as follows:


                                                                                                                   Total
                                                                                                               Gains (Losses)
                                                                                                                Included In
                                         Total Realized and Unrealized                                           Net Income
                                               Gains (losses)                                                    Related to
                                         ---------------------------
                           Beginning                   Included in    Purchases,                     Ending     Instruments
                            Balance                       Other      Issuances, and Transfers in    Balance     Still Held at
                            December     Included in   Comprehensive Settlements    and/or out of   December    the Reporting
                            31, 2008      Net Income      Income        (net)       Level 3 (A)     31, 2009        Date
                          ---------------------------------------------------------------------------------------------------

Assets
Fixed maturities -
available for sale
U.S. government
and agencies                     $ 350            $ -           $ -        $ (350)           $ -           $ -           $ -
Corporate                      685,419        (15,881)       63,431        52,719        (30,731)      754,957         1,730
Residential
mortgage-backed
securities                     674,905         37,142       (58,819)     (182,580)             -       470,648        (6,707)
Commercial
mortgage-backed
securities                     779,207        (38,297)       65,224       (45,507)       (10,942)      749,685        (5,165)
Asset-backed
securities                   2,909,773        (50,704)     (272,470)      428,053       (177,866)    2,836,786             -
Other debt
obligations                     94,813         (1,899)       (3,638)      173,809        (23,820)      239,265           261
                          -------------  ------------- ------------- -------------  ------------- ------------- -------------
Total fixed maturities       5,144,467        (69,639)     (206,272)      426,144       (243,359)    5,051,341        (9,881)
Equity securities               76,522        (21,369)       10,890       (15,102)       (25,697)       25,244             -
Reinsurance receivables        (35,680)        42,356             -             -              -         6,676      $ 42,356

Liabilities
Policy account balances -
index life and annuity
embedded derivatives (B)      (416,478)      (442,636)            -             -              -        26,158    $ (442,636)


                                                  Total Realized and Unrealized
                                                         Gains (losses)
                                                --------------------------------
                                  Beginning                       Included in     Purchases,                         Ending
                                   Balance                           Other       Issuances, and    Transfers in      Balance
                                   December      Included in      Comprehensive   Settlements     and/or out of     December
                                   31, 2007      Net Income          Income          (net)         Level 3 (A)      31, 2008
                                -------------------------------------------------------------------------------------------------

Assets
Fixed maturities and
equity securities                  $ 2,194,357       $ (33,948)       $ (33,457)    $ 1,893,605      $ 1,200,432     $ 5,220,989
Reinsurance
receivables (C)                        143,517        (179,197)               -               -                -         (35,680)

Liabilities
Policy account balances -
index life and annuity
embedded
derivatives (B) and (D)              $ (52,798)      $ 363,680              $ -             $ -              $ -      $ (416,478)



        Policy account balances - index life and annuity embedded derivatives
        exclude host accretion and the timing of posting index credits, which
        are included with interest credited to policyholder account balances in
        the consolidated statements of income.


        (A)     Included in the transfers in and/or out line above is $453,447
                and $100,072 of securities that were priced using unobservable
                data at December 31, 2008 and 2007, respectively and were
                transferred to a pricing service that uses observable market
                data in the prices and $184,391 and $1,300,504 of securities
                that were transferred into Level 3 that did not have enough
                observable data to include in Level 2 at December 31, 2009 and
                2008


        (B)     The transfers in and/or out above excludes host accretion and
                the timing of posting index credits, which are included with
                interest credited to policyholder account balances in the
                consolidated statements of income.


        (C)     Includes ($507,619) due to the impact of the adoption of fair
                value guidance and $328,422 due to the change in fair value of
                embedded derivatives.


        (D)     Includes $290,620 due to the impact of the adoption of fair
                value guidance and $73,060 due to the change in fair value of
                embedded derivatives


        The Company adopted the new guidance for the fair value measurement of
        investments in certain entities that calculate net asset value per share
        (or its equivalent) for the year ended December 31, 2009. The new
        guidance permit, as a practical expedient, a reporting entity to measure
        the fair value of an investment on the basis of the net asset value per
        share of the investment (or its equivalent) if the net asset value of
        the investment (or its equivalent) is calculated in a manner consistent
        with the measurement guidance issued by the FASB for investment
        companies as of the reporting entity's measurement date. The following
        table shows the investments which are included in other invested assets
        on the consolidated balance sheet:


                                                                        December 31, 2009
                                                               ---------------------------------------
                                                                   Fair                 Unfunded
                                                                   value              commitments
                                                               ---------------------------------------

Limited partnership interests by underlying investments:
Fixed income                                                          $ 226,862              $ 75,895
Private equity                                                           95,846                19,533
Real estate                                                              39,707                33,976
Other                                                                        56                     -
                                                               -----------------   -------------------

Total                                                                 $ 362,471             $ 129,404
                                                               -----------------   -------------------

        The limited partnership investments are not redeemable at specific time
        periods. The Company receives periodic distributions from these
        investments while maintaining the investment for the long-term.


        The Company has adopted the guidance on fair value option for financial
        assets and financial liabilities. This guidance allows the Company to
        elect to fair value certain financial assets and financial liabilities.
        The election is irrevocable and is made contract by contract. The
        Company has not elected to utilize fair value option for any of its
        eligible financial assets or financial liabilities.




4.      Investments and Investment Income


        Fixed Maturities and Equity Security Investments
        The amortized cost, estimated fair value, gross unrealized gains and
        gross unrealized losses of fixed maturities and equity securities
        classified as available-for-sale at December 31, 2009 and 2008 are as
        follows:


                                                                     December 31, 2009
                                          ----------------------------------------------------------------------
                                                                 Gross            Gross           Estimated
                                             Amortized         Unrealized       Unrealized           Fair
                                                Cost             Gains            Losses            Value
Fixed maturities
    U.S. government and agencies               $ 3,516,095         $ 20,070        $ 281,455        $ 3,254,710
    Corporate securities                         7,707,269          308,254          642,916          7,372,607
    Residential mortgage-backed
      securities                                 2,990,682          180,952           74,293          3,097,341
    Commerical mortgage-backed
      securities                                 1,758,406           17,680          420,981          1,355,105
    Asset backed securities                      4,958,375          118,026          295,788          4,780,613
    Other debt securities                        2,477,201           32,623          113,395          2,396,429
                                          -----------------  ---------------  ---------------  -----------------
        Total fixed maturities                  23,408,028          677,605        1,828,828         22,256,805
Equity securities                                  468,575           17,928           24,175            462,328
                                          -----------------  ---------------  ---------------  -----------------
        Total available-for-sale               $23,876,603        $ 695,533       $1,853,003        $22,719,133
                                          -----------------  ---------------  ---------------  -----------------



                                                                    December 31, 2008
                                          ----------------------------------------------------------------------
                                                                 Gross            Gross           Estimated
                                             Amortized         Unrealized       Unrealized           Fair
                                                Cost             Gains            Losses            Value
Fixed maturities
    U.S. Treasury and other U.S.
     Government corporations
     and agencies                              $ 3,937,261        $ 206,003         $ 57,411        $ 4,085,853
    Corporate securities                         8,244,486          111,253        1,489,118          6,866,621
    Mortgage-backed securities                  10,045,328          437,696        1,141,374          9,341,650
    Other debt securities                          115,050            1,254           10,044            106,260
                                          -----------------  ---------------  ---------------  -----------------
             Total fixed maturities             22,342,125          756,206        2,697,947         20,400,384
Equity securities                                  487,089            7,640          107,643            387,086
                                          -----------------  ---------------  ---------------  -----------------
             Total available-for-
              sale                             $22,829,214        $ 763,846       $2,805,590        $20,787,470
                                          -----------------  ---------------  ---------------  -----------------



        The following table shows the Company's gross unrealized losses and fair
        value on its available-for-sale securities, aggregated by investment
        category and length of time that individual securities have been in a
        continuous unrealized loss position.


                                                                 December 31, 2009
                           ----------------------------------------------------------------------------------------
                               Less than 12 months           12 months or more                   Total
                           ----------------------------  ---------------------------   ----------------------------
                               Fair        Unrealized        Fair       Unrealized         Fair        Unrealized
                              Value          Losses         Value         Losses          Value          Losses

Fixed maturities
   U.S. government and
     agencies                 1,944,502        140,052        463,671       141,403     $ 2,408,173      $ 281,455
   Corporate securities         609,100         34,394      3,221,176       608,522       3,830,276        642,916
   Residential mortgage-
     backed securities          371,533         50,065        189,245        24,228         560,778         74,293
   Commercial mortgage-
     backed securities           31,679          2,428      1,150,235       418,553       1,181,914        420,981
   Asset backed securities    1,442,584         54,538      1,260,694       241,250       2,703,278        295,788
   Other debt securities      1,205,209         47,817        524,237        65,578       1,729,446        113,395
                           -------------   ------------  -------------  ------------   -------------   ------------
          Total fixed
           maturities         5,604,607        329,294      6,809,258     1,499,534      12,413,865      1,828,828
Equity securities                25,775            213        189,218        23,962         214,993         24,175
                           -------------   ------------  -------------  ------------   -------------   ------------
          Total available-
           for-sale          $5,630,382      $ 329,507     $6,998,476   $ 1,523,496    $ 12,628,858    $ 1,853,003
                           -------------   ------------  -------------  ------------   -------------   ------------



                                                                December 31, 2008
                           ----------------------------------------------------------------------------------------
                               Less than 12 months           12 months or more                   Total
                           ----------------------------  ---------------------------   ----------------------------
                               Fair        Unrealized        Fair       Unrealized         Fair        Unrealized
                              Value          Losses         Value         Losses          Value          Losses

Fixed maturities
   US Treasury and other
    U.S. Government
    corporations and
    agencies                  $ 616,507      $  28,103      $ 294,690     $  29,308      $  911,197      $  57,411
   Corporate securities       2,113,083        474,514      3,209,972     1,014,604       5,323,055      1,489,118
   Mortgage-backed
    securities                1,994,476        323,106      1,618,594       818,268       3,613,070      1,141,374
   Other debt securities         37,566          2,589         42,214         7,455          79,780         10,044
                           -------------   ------------  -------------  ------------   -------------   ------------
          Total fixed
           maturities         4,761,632        828,312      5,165,470     1,869,635       9,927,102      2,697,947
Equity securities                52,359          9,190        189,218        98,453         241,577        107,643
                           -------------   ------------  -------------  ------------   -------------   ------------
          Total available-
           for-sale          $4,813,991      $ 837,502     $5,354,688   $ 1,968,088    $ 10,168,679    $ 2,805,590
                           -------------   ------------  -------------  ------------   -------------   ------------



        At December 31, 2009, the Company held approximately 4,749 positions in
        fixed income and equity securities. The above table, as of December 31,
        2009 includes 960 securities of 661 issuers. Approximately 79% of the
        unrealized losses on fixed maturities at December 31, 2009 were
        securities rated investment grade. Investment grade securities are
        defined as those securities rated AAA through BBB- by Standard & Poors.
        Approximately 21% of the unrealized losses on fixed maturities at
        December 31, 2009 were on securities rated below investment grade.
        Equity securities in the above table consist primarily of non-redeemable
        preferred stocks. These securities are reviewed for impairment in the
        same manner as the fixed income securities. At December 31, 2009, fixed
        income and equity securities in an unrealized loss position had fair
        value equal to approximately 87% of amortized cost. The following
        summarizes the unrealized losses by investment category as of December
        31, 2009.


        U.S Government and agencies: The unrealized losses on U. S Government
        and agencies are primarily due to the increases in market interest rates
        since the securities in an unrealized loss position were purchased by
        the Company. The Company does not intend to sell or believe it will be
        required to sell these securities prior to recovery of each security's
        amortized cost, therefore the securities in these categories are not
        considered other-than-temporarily impaired at December 31, 2009.


        Corporate: The largest unrealized losses in this category are in the
        financial services sector, primarily commercial banking. The unrealized
        losses in the banking sector are primarily due to a decrease in market
        liquidity, concerns regarding possible takeover of banking institutions
        by government agencies and concerns regarding the underlying credit
        quality of subprime mortgage loans and other commercial loans. These
        concerns are impacting foreign banks and large U.S national and regional
        banks. Other industry sectors with large unrealized losses include
        hospitality, gaming and insurance. The Company reviews its security
        positions with unrealized losses on an on-going basis and recognizes
        other-than-temporary impairments if evidence indicates a loss will be
        incurred. In all other cases, if the Company does not intend to sell or
        believe it will be required to sell these securities before recovery of
        each security's amortized cost, the security is not considered to be
        other-than-temporarily impaired.


        Residential mortgage-backed securities ("RMBS"): The unrealized losses
        on RMBS are concentrated in the non-agency sector and are primarily due
        to concerns regarding mortgage defaults on Alt-A and other risky
        mortgages. These concerns result in some illiquidity in the market and
        spread widening on those securities that are being traded. During 2009,
        there was an insignificant amount of new non-agency RMBS issuance and
        the secondary market for these securities was inactive. This illiquidity
        contributed to the depressed fair values of non-agency RMBS. The Company
        performs various stress tests on the cash flow projections for these
        securities and in situations where it is determined the projected cash
        flows cannot support the contractual amounts due the Company, an
        other-than-temporary impairment is recognized. In situations where the
        projected cash flows indicate the Company will receive the amounts it is
        contractually due and the Company does not intend or believe it will be
        required to sell these securities before recovery of its amortized cost,
        an other-than-temporary impairment is not recognized.


        Commercial mortgage-backed securities ("CMBS"): A substantial amount of
        the Company's unrealized losses at December 31, 2009 were in CMBS and
        are primarily attributable to illiquidity in that sector and concerns
        regarding the potential for future commercial mortgage defaults. There
        was very little trading occurring in the CMBS market during 2008 and
        2009 due to the wide spreads embedded in the bid prices and a lack of
        security holders willing to sell at these price levels. In addition,
        several market makers pulled back from trading these securities in 2008
        and 2009. The market activity has marginally improved for CMBS towards
        the end of 2009. The Company has reviewed payment performance,
        delinquency rates, credit enhancements within the security structures
        and monitored the credit ratings of all its CMBS holdings. The Company
        did recognize other-than-temporary impairments on CMBS during 2009 in
        situations where the projected cash flows indicated the Company would
        not receive all amounts contractually due from the securities. The
        Company has performed cash flow projection analyses on all of its other
        CMBS and in those situations where it appears the Company will receive
        all amounts contractually due and it does not intend or believe it will
        be required to sell these securities prior to recovery of amortized
        cost, an other-than-temporary impairment is not recognized.


        Asset-backed securities ("ABS"): The unrealized losses in the ABS
        category are primarily related to securities collateralized by home
        equity loans, automobile loans and other consumer finance loans. The
        unrealized losses are due to concerns regarding actual defaults by
        borrowers within the collateral pools. The Company stress tests the
        projected cash flows of its ABS and recognizes other-than-temporary
        impairments in situations where the testing indicates the Company will
        not receive all amounts contractually due from the securities. In those
        situations where it appears the Company will receive all amounts
        contractually due and it does not intend or believe it will be required
        to sell these securities prior to recovery of amortized cost, an
        other-than-temporary impairment is not recognized.


        Other debt obligations: This category primarily consists of municipal
        bonds, school district tax credit bonds and credit tenant loans. The
        unrealized losses in this category are the result of widening spreads in
        the municipal and tax credit bond markets. In addition, unrealized
        losses related to credit tenant loans are the result of concerns
        regarding the credit worthiness of the building tenants and illiquidity
        in this market sector. The Company monitors the creditworthiness of the
        obligors and recognizes other-than-temporary impairments in situations
        where it is determined the Company will not receive all amounts
        contractually due from the securities. In those situations where it
        appears the Company will receive all amounts contractually due and it
        does not intend or believe it will be required to sell these securities
        prior to recovery of amortized cost, an other-than-temporary impairment
        is not recognized.


        Equity securities: This category primarily consists of non-redeemable
        preferred stocks in the financial services sector. The unrealized losses
        are the result of concerns regarding the quality of the underlying
        assets within the financial institutions, primarily banking
        institutions. The Company has recognized other-than-temporary
        impairments in situations where the Company has determined it will not
        receive all amounts contractually due. In other situations the Company
        has determined it does not intend or believe it will be required to sell
        these securities prior to recovery of amortized cost and an
        other-than-temporary impairment has not been recognized.


        As a result of the Company's review of other-than-temporary impairments
        of investment securities, the Company took write-downs during 2009, 2008
        and 2007 as summarized in the following table:


                                                                      2009          2008          2007
General Description
Corporate securities                                                 $ 28,220      $ 51,853        $4,283
Residential mortgage-backed securities                                  3,986             -             -
Commercial mortgage-backed securities                                  37,570        11,142             -
Asset-backed securities                                                   165        16,176         2,506
Preferred stock                                                             -         8,233             -
Commercial mortgage loans                                               1,530             -           605
                                                                   -----------   -----------   -----------

Net impairment loss recognized in earnings                           $ 71,471      $ 87,404        $7,394
                                                                   -----------   -----------   -----------



                                                                      2009
General Description
Residential mortgage-backed securities                                     56
Commercial mortgage-backed securities                                   6,756
Asset-backed securities                                                 6,008
                                                                   -----------

Total OTTI losses in accumulated OCI                                 $ 12,820
                                                                   -----------


        The following chart is a rollforward of credit losses for the year ended
        December 31, 2009 on debt securities held by the Company for which a
        portion of an other-than-temporary impairment was recognized in other
        comprehensive income (loss):


                                                                      2009
                                                                   -----------
Balance, January 1, 2009                                              $ 1,237
Additions for newly impaired securities                                52,208
Additions for previously impaired securities                            1,417
Reductions for impaired securities sold                               (25,226)
                                                                   -----------

Balance, December 31, 2009                                           $ 29,636
                                                                   -----------


        The amortized cost and estimated fair value of available-for-sale fixed
        maturities at December 31, 2009 and 2008, by contractual maturity, are
        shown below. Expected maturities will differ from contractual maturities
        because borrowers may have the right to call or prepay obligations with
        or without call or prepayment penalties.



                                                                   2009                                   2008
                                                   -------------------------------------  ------------------------------------
                                                      Amortized           Estimated          Amortized          Estimated
                                                         Cost            Fair Value             Cost            Fair Value

Due in one year or less                                   $  98,940           $  94,482         $  118,375         $  110,912
Due after one year through five years                     1,591,569           1,570,708          1,452,782          1,261,673
Due after five years through ten years                    3,247,617           3,309,331          3,043,991          2,480,291
Due after ten years                                       9,523,683           8,747,613          7,681,649          7,205,858
Securities not due at a single maturity date
  (primarily mortgage-backed securities)                  8,946,219           8,534,671         10,045,328          9,341,650
                                                   -----------------  ------------------  -----------------  -----------------
             Total fixed maturities                     $23,408,028         $22,256,805        $22,342,125        $20,400,384
                                                   -----------------  ------------------  -----------------  -----------------



        Midland National is a member of the Federal Home Loan Bank of Des Moines
        ("FHLB"). In order to maintain its membership, the Company was required
        to purchase FHLB equity securities that collectively total $25,619 as of
        December 31, 2009 and 2008. These securities are included in equity
        securities and are carried at cost which approximates fair value. Resale
        of these securities is restricted only to FHLB. As a member of FHLB, the
        Company can borrow money, provided that FHLB's collateral and stock
        ownership requirements are met. The maximum amount a member can borrow
        is twenty times its FHLB investment. The interest rate and repayment
        terms differ depending on the type of advance and the term selected. At
        December 31, 2009 and 2008, the Company had an outstanding advance of
        $349,870 from FHLB (see Note 7).


        Investment Income and Investment Gains (Losses) Major categories of
        investment income reflected in the consolidated statements of income are
        summarized as follows:


                                                              2009              2008               2007

Gross investment income
    Fixed maturities                                       $1,134,910        $1,090,408         $ 980,599
    Equity securities                                          24,005            21,087            30,345
    Mortgage loans                                             13,591            17,853            18,370
    Policy loans                                               21,830            22,155            21,333
    Short-term investments                                      1,269            11,356            23,435
    Derivative instruments                                    (70,064)          (93,490)          118,670
    Other invested assets                                     (26,654)           12,281            74,583
                                                      ----------------  ----------------   ---------------
             Total gross investment income                  1,098,887         1,081,650         1,267,335
Less:  Investment expenses                                     39,279           115,210           131,697
                                                      ----------------  ----------------   ---------------
             Net investment income                         $1,059,608         $ 966,440        $1,135,638
                                                      ----------------  ----------------   ---------------


        Investment expenses primarily consist of investment advisor fees,
        interest expense on securities lending, interest on FHLB advances and
        interest related to derivative collateral liabilities.


        The major categories of realized investment gains (losses) reflected in
        the consolidated statements of income are summarized as follows:



                                                               2009              2008               2007

Fixed maturities                                             $ 176,244         $ 134,848         $  88,216
Equity securities                                              (19,902)          (17,472)          (10,195)
Mortgage loans                                                    (600)                -                45
Short-term investments                                            (915)              399             1,265
                                                       ----------------  ----------------   ---------------
             Net investment gains (losses)                   $ 154,827         $ 117,775         $  79,331
                                                       ----------------  ----------------   ---------------



        Included in realized investment gains (losses) on the fixed maturities
        in 2009, 2008 and 2007 are gains of $1,408, $6,771 and $1,560,
        respectively, related to recoveries from Enron, Inc. and WorldCom, Inc.
        The Company sold its investments in Enron, Inc. and WorldCom, Inc. in
        2001 and 2002 and recorded pre-tax losses of $45,951. The recoveries,
        which cumulatively total $18,886, are the result of a federal securities
        law class actions brought on behalf of Enron, Inc. and WorldCom, Inc.
        securities purchasers against various parties involved with Enron, Inc.
        and WorldCom, Inc.


        Proceeds from the sale of available-for-sale securities and the gross
        realized gains and losses on these sales (prior to gains (losses) ceded
        and excluding other-than-temporary impairments, maturities, calls, and
        prepayments) during 2009, 2008 and 2007 were as follows:


                                        2009                         2008                        2007
                          ------------------------------  -------------------------- ---------------------------
                               Fixed          Equity         Fixed        Equity         Fixed        Equity
                             Maturities     Securities    Maturities    Securities    Maturities    Securities

Proceeds from sales        $  6,155,856    $ 100,281     $ 7,203,254     $ 138,230    $ 8,029,528    $ 583,672
Gross realized gains            377,031        6,219         200,056         1,014         54,114        5,334
Gross realized (losses)        (215,126)     (26,122)        (68,395)      (18,485)       (54,065)     (15,325)



        Credit Risk Concentration
        The Company generally strives to maintain a diversified invested assets
        portfolio. Other than investments in U.S. Government or U.S. Government
        Agency or Authority, the Company had no investments which exceeded 10%
        of the Company's stockholder's equity at December 31, 2009.


        Other
        At December 31, 2009 and 2008, securities with reported values of $3,632
        and $3,756, respectively, were on deposit with regulatory authorities as
        required by law. These consist of fixed maturity securities reported in
        the consolidated balance sheets at fair value and have an amortized cost
        of $3,304 and $3,338, respectively.


        During 2009, the Company completed a re-securitization transaction by
        transferring non-agency RMBS securities with a book value of $309,888 to
        a special interest entity, which then transferred the securities to a
        non-affiliated Trust. The cash flows from the transferred securities
        will be used to service re-tranched and re-rated securities issued by
        the Trust. Upon completion of the re-securitization, the previous
        carrying amount of the transferred securities was allocated to the
        securities issued by the Trust. The Trust sold re-issued securities with
        an allocated book value of $77,553 to unaffiliated third parties for
        cash proceeds of $62,469. These proceeds were transferred to the Company
        along with the beneficial interests in the remaining re-securitized
        securities. The Company recognized a loss of $15,084 related to this
        transaction. The beneficial interests in the remaining securities issued
        by the Trust have been retained by the Company and have a carrying value
        equal to the prior carrying value of the transferred securities less the
        carrying value allocated to the re-securitized securities sold.



5.      Derivative Instruments and Hedging Activities

        The following table presents the notional amounts and fair value of
        derivative instruments:

                                                                       December 31, 2009
                                                           Notional
                                                            Amount            Assets          Liabilities
Derivatives not designated
  as hedging instruments:

Put options (1)                                               N/A                       3                 -
Interest rate swaps (1)                                       178,578               2,914             2,538
Credit default swaps - receive (1)                            243,625               5,509             8,389
Credit default swaps - pay (1)                                 56,000                   -            16,593
Floors (1)                                                    113,000               3,629                 -
Embedded derivatives in:
  Index life and annuity products (2)                         N/A                       -            26,158
  Index annuity products ceded (3)                            N/A                  (6,132)                -
  Index annuity funds withheld (3)                            N/A                  12,808                 -
  Hybrid instruments (4)                                      N/A                 357,239                 -
Futures (1)                                                 1,006,838             172,568                 -
Call options (1)                                            2,587,120             249,180                 -
Written options (1)                                           322,035                   -            23,159

Derivatives designated
  as hedging instruments:
Interest rate swaps - effective cash flow (1)                  23,810               1,282                 -
Interest rate swaps - effective fair value (1)                 18,450                   -               508



                                                                          December 31, 2008
                                                           Notional
                                                            Amount            Assets          Liabilities
Derivatives not designated
  as hedging instruments:

Put options (1)                                               N/A                     257                 -
Interest rate swaps (1)                                        76,181               8,199             1,771
Credit default swaps - receive (1)                            249,625               8,344             7,673
Credit default swaps - pay (1)                                 56,000                   -            36,863
Floors (1)                                                    113,000               8,194                 -
Embedded derivatives in:
  Index life and annuity products (2)                         N/A                       -          (416,478)
  Index annuity products ceded (3)                            N/A                (115,598)                -
  Index annuity funds withheld (3)                            N/A                  79,918                 -
  Hybrid instruments (4)                                      N/A                 397,731                 -
Futures (1)                                                   318,413              23,702                 -
Call Options (1)                                            3,100,615              55,195                 -
Written Options (1)                                                 -                   -                 -

Derivatives designated
  as hedging instruments:
Interest rate swaps - effective cash flow (1)                  23,810               3,525                 -
Interest rate swaps - effective fair value (1)                 23,450                   -               817

(1) Carried on the Company's balance sheets in derivative instruments
(2) Carried on the Company's balance sheets in policyholder account balances
(3) Carried on the Company's balance sheets in reinsurance receivables
(4) Carried on the Company's balance sheets in fixed maturities, available for sale, at fair value


        Index Options and Futures
        The Company uses various derivative instruments to manage its exposure
        to interest rate risk and to meet its policy guarantee obligations. The
        Company has index annuity and index universal life products that provide
        for a guaranteed base return and a higher potential return tied to
        several major equity market indexes. In order to fund these benefits,
        the Company purchases over-the-counter index options that compensate the
        Company for any appreciation over the strike price and offsets the
        corresponding increase in the policyholder obligation. The Company also
        enters futures contracts to compensate it for increases in the same
        indexes. The Company classifies these options and futures as derivative
        instruments. The Company amortizes the cost of the index options against
        investment income over the term of the option, which is typically one
        year. When the options mature, the value received by the Company is
        reflected as net investment income in the consolidated statements of
        income. The futures contracts have no initial cost and are marked to
        market daily. That daily mark-to-market is settled through the Company's
        variation margin accounts maintained with the counterparty. The Company
        reports the change in the difference between market value and amortized
        cost of index options and the change in the futures variation margin
        accounts as gain (loss) on derivatives.

        The fair value of the embedded options related to the policyholder
        obligations (liability values) is based upon current and expected index
        levels and returns as well as assumptions regarding general policyholder
        behavior, primarily lapses and withdrawals. These projected benefit
        values are discounted to the current date using an assumed interest rate
        consistent with the duration of the liability adjusted to reflect the
        Company's credit risk and additional provision for adverse deviation.
        This value is then compared to the carrying value of the liability to
        calculate any gain or loss that is reflected in the statements of income
        as a gain (loss) on derivatives.

        The Company has two coinsurance with funds withheld reinsurance
        agreements with an unaffiliated reinsurer. Under applicable guidance,
        the Company's reinsurance agreements contain embedded derivatives that
        require bifurcation due to credit risks the reinsurer is assuming that
        are not clearly and closely related to the creditworthiness of the
        Company. The embedded derivatives contained in the funds withheld
        liability have characteristics similar to a total return swap since the
        Company cedes the total return on a designated investment portfolio to
        the outside reinsurer. The reinsurer assumes the interest credited to
        the policyholders on the policies covered by the treaties, which
        interest is relatively fixed. The Company has developed models based on
        the expected cash flows of the ceded annuity business to estimate the
        fair value of the policy liabilities. The value of the derivative
        embedded in the funds withheld coinsurance agreements is equal to the
        difference between the fair value of the assets in the funds withheld
        portfolio and the fair value of the policy liabilities estimated from
        cash flow models. The value of the embedded derivative is reported in
        the consolidated balance sheets in reinsurance receivables. The net
        change in the reported value of the embedded derivatives is reported in
        net gain (loss) on derivatives in the consolidated statements of income.

        Cash Flow Hedges
        The Company has a number of investments which pay interest on a variable
        rate tied to a benchmark interest rate. The Company has entered into
        interest rate swaps that effectively convert the variable cash flows on
        specific fixed income securities to fixed over the life of the swaps.
        These swaps pay the Company fixed rates while the Company is obligated
        to pay variable rates based on the same benchmark interest rate as the
        hedged asset. The swaps are part of the Company's overall risk and
        asset-liability management strategy to reduce the volatility of cash
        flows and provide a better match to the characteristics of the Company's
        liabilities. These swaps are accounted for as cash-flow hedges and are
        reported at fair value in the consolidated balance sheets with the
        change in fair value reported as a component of other comprehensive
        income for the effective portion of the hedge. Periodic cash flow
        interest swap settlements and current period changes in the swap
        accruals are reported as a component of net investment income with the
        payable or receivable included in accrued investment income. The stated
        fair value of the applicable interest rate swaps excludes the current
        period accruals. The following table presents the impact of cash flow
        hedges on the consolidated financial statements before adjustments to
        intangibles and deferred income taxes.



          -------------------------------------------------------------------------------  ------------------------------
                                      Effective portion                                            Ineffective portion
          -------------------------------------------------------------------------------  ------------------------------
              Derivative in                              Income            Gain(Loss)
                Subtopic                                Statement         Reclassified
                 815-20          Gain (Loss)           Location of            from             Income
                Cash Flow          in Other            Gain (Loss)         Accumulated        Statement       Ineffective
                 Hedging        Comprehensive       reclassified from          OCI           Location of      Gain (Loss)
  Year        Relationships         Income           Accumulated OCI       into income       Gain (Loss)       in Income
--------- ------------------  -------------------  --------------------  ----------------  ----------------  ------------

                                                      Net realized                            Net gains
                Interest                               investment                             (losses)
  2009         rate swaps          ($2,243)          gains (losses)            $0          on derivatives          $0

                                                      Net realized                            Net gains
                Interest                               investment                             (losses)
  2008         rate swaps            $786            gains (losses)            $0          on derivatives          $0



        Fair Value Hedges
        The Company has entered into interest rate swap agreements that pay a
        variable rate of interest to the Company and the Company pays a fixed
        rate of interest to the counterparty. These swaps hedge the fair value
        of specific available-for-sale fixed income securities and are important
        components of the Company's asset-liability management. It is
        anticipated that changes in the fair values of the fixed income
        securities due to changes in interest rates will be offset by a
        corresponding opposite change in the fair values of the interest rate
        swaps. These swaps are considered effective hedges and are reported in
        the consolidated balance sheets at fair value with the changes in fair
        value of the swaps and hedged available-for-sale fixed income
        investments reported as components of net gains on derivatives in the
        consolidated statements of income. Periodic fair value interest swap
        settlements and current period changes in the swap accruals are reported
        as a component of net investment income with the payable or receivable
        included in accrued investment income. The stated fair value of the
        applicable interest rate swaps excludes the current period accruals. The
        following table presents the impact of fair value hedges on the
        consolidated statements of income.

                                                                                       Amount of Gain or (Loss)
          Derivative in Subtopic                 Location of Gain or (Loss)              Recognized in Income
            815-20 Fair Value                       Recognized in Income                    on Derivatives
          Hedging Relationships                        on Derivatives                  2009              2008
--------------------------------------------------------------------------------  ---------------  ------------------

           Interest rate swaps               Net gain/(loss) on derivatives            $309             ($531)

    Fixed rate fixed income securities       Net gain/(loss) on derivatives            $503            ($3,230)


        Other Derivatives
        The Company has also entered into interest rate floor, interest rate
        swap and credit default swap agreements to help manage its overall
        exposure to interest rate changes and credit events. These swaps do not
        hedge specific assets or liabilities and as such are not accounted for
        as effective hedges. Included in the non-hedge swaps are credit default
        swaps where the Company is a protection provider and a protection buyer.
        During 2008, the Company purchased interest rate floor agreements to
        protect itself against interest rates decreasing below its policy
        reserve guarantees. These swaps and floors are reported at fair value in
        the consolidated balance sheets and changes in the fair value are
        reported as a component of net gains (losses) on derivatives in the
        consolidated statements of income. Included in the non-hedge swaps is
        the ineffective portions of cash flow and fair value interest rate
        swaps. Periodic interest rate and credit default swap settlements and
        current period changes in the swap accruals for these non-hedge swaps
        are reported as a component of net investment income with the payable or
        receivable included in accrued investment income. The stated fair value
        of the applicable interest rate and credit default swaps excludes the
        current period accruals. The following table presents the impact of
        other derivatives on the consolidated statements of income.


                                                                                          Amount of Gain or (Loss)
          Derivative not designated                  Location of Gain or (Loss)             Recognized in Income
           as Hedging Instruments                       Recognized in Income                  on Derivative
            under Subtopic 815-20                           on Derivative                  2009             2008
------------------------------------------------------------------------------------- ---------------- ----------------

Interest rate swaps                                    Net investment income                   (4,685)             215
Interest rate swaps                                Net gain/(loss) on derivatives              (6,052)          13,940
Credit default swaps - receive                     Net gain/(loss) on derivatives              (4,542)          (1,599)
Credit default swaps - pay                         Net gain/(loss) on derivatives              20,271          (41,456)
Floors                                             Net gain/(loss) on derivatives              (4,565)           5,546
Embedded derivatives in:
  Index life and annuity products                  Net gain/(loss) on derivatives            (442,636)         363,680
  Index annuity products ceded                     Net gain/(loss) on derivatives             109,465         (110,609)
  Index annuity funds withheld                     Net gain/(loss) on derivatives             (67,110)         (68,588)
  Hybrid instruments                               Net gain/(loss) on derivatives             (40,492)          (2,869)
Futures                                            Net gain/(loss) on derivatives             118,925         (141,390)
Options                                                Net investment income                  (65,379)         (92,298)
Options                                            Net gain/(loss) on derivatives             158,845          (50,759)



        Collateral posted by counterparties at December 31, 2009 and 2008,
        applicable to derivative instruments was $199,861 and $16,180,
        respectively, and is reflected in the consolidated balance sheets in
        short-term investments. The obligation to repay the collateral is
        reflected in the consolidated balance sheets in repurchase agreements,
        other borrowings and collateral on derivatives. Collateral posted by the
        Company at December 31, 2009 and 2008 applicable to derivative
        instruments was $20,350 and $38,610, respectively, and is reflected in
        the consolidated balance sheets as other receivables.

        Hybrid Financial Instruments
        As of December 31, 2009 and 2008, the Company held eight securities with
        embedded derivatives and the Company has elected fair value measurement
        in accordance with the guidance. As such, any change in the fair value
        of the security is reported as gains (losses) on derivatives. The
        amortized cost and fair value of the Company's hybrid financial
        instruments at December 31, 2009 was $400,600 and $357,239 respectively.
        During 2009, the Company reported ($40,492) as gains (losses) on
        derivatives related to hybrid securities. At December 31, 2008, the
        amortized cost and fair value of the Company's hybrid securities was
        $400,600 and $397,731, respectively. The loss reported during 2008 was
        $2,869. The decision to elect fair value measurement is made on an
        instrument-by-instrument basis under the guidance. The Company will
        consider making an election of fair value measurement at the time of any
        future acquisitions of hybrid financial instruments.


6.      Noncontrolling Interests

        During 2008, the Company became a limited partner in a variable interest
        entity and the Company is considered the primary beneficiary. As such,
        the assets, liabilities and results of operations and cash flows of the
        variable interest entity have been consolidated in the accompanying
        consolidated financial statements. The variable interest entity,
        Guggenheim Partners Opportunistic Investment Grade Securities Fund, LLC
        (the "Fund"), is a private investment company that seeks to maximize
        total return by investing in a variety of fixed income sectors and
        assets. The Company holds a 50.9% interest in the Fund as of December
        31, 2009. North American holds a 25.5% interest in the Fund at December
        31, 2009. The general partner of the Fund is a related party, Guggenheim
        Partners Asset Management, Inc. The Fund reports unrealized gains and
        losses on investments as a component of net income; therefore the
        Company reports these unrealized gains and losses in the same manner.
        The amount of unrealized gain in 2009 and 2008 of $35,795 and $27,442,
        respectively is reported in the accompanying consolidated statements of
        income as net unrealized gain from variable interest entity. The other
        operations of the Fund are reported as components of net investment
        income and net realized investment gains. The income after taxes from
        the Fund in 2009 and 2008 was $135,003 and $17,328, of which $38,827 and
        $5,446 is allocated to the interests held by North American and $18,546
        and $991, respectively, is allocated to noncontrolling interests. At
        December 31, 2009 and 2008, the Fund had total assets of $1,444,376 and
        $372,647, respectively. Included in equity at December 31, 2009 and 2008
        is $504,190 and $133,837, respectively, of noncontrolling interests.


                                                                                   2009                2008

         Net income attributable to Midland National                             $  219,498          $  244,678
         Transfers (to) from the noncontrolling interest
         Decrease in Midland National's paid-in capital for
         additional capital contributions to the Fund                               (16,880)                  -
                                                                          ------------------  ------------------

         Change from net income attributable to Midland
         National and transfer (to) from noncontrolling interest                 $  202,618          $  244,678
                                                                          ------------------  ------------------



        The Company evaluates their investments in limited partnerships annually
        to determine if any are VIEs and would require consolidation into the
        Company's financial statements (refer to Note 1).


7.      Borrowings

        At December 31, 2009 and 2008, the Company has outstanding borrowings of
        $349,870 from the FHLB in accordance with the terms of its membership
        agreement. The purpose of the borrowings is to complement the Company's
        security lending program. The borrowings are reported as a component of
        repurchase agreements, other borrowings and collateral on derivatives.
        The borrowings outstanding at December 31, 2009 have maturity dates in
        March, July and November, 2010. The Company renewed the borrowings that
        matured in March 2010 for a borrowing that will mature on March 15, 2011
        at an interest rate of 0.53%. Interest expense incurred during 2009 and
        2008 was $4,594 and $5,044, respectively, and is reported as a component
        of net investment income. The fair value of this borrowing approximates
        its reported value due to its short maturity.


        In accordance with the FHLB membership agreement, the Company was
        required to purchase FHLB common stock. At December 31, 2009 and 2008
        the Company held $25,619 of FHLB common stock. In addition, the Company
        has posted agency MBS/CMO fixed income securities with fair values in
        excess of the amount of the borrowing as collateral.


8.      Property, Plant and Equipment


        The following summarizes property, plant and equipment:


                                                  Range of
                                                Useful Lives            2009              2008
Land                                                  -                $  3,029          $  3,029
Land improvements                                 20 years                  761               761
Buildings and improvements                        39 years               17,425            22,214
Leasehold improvements                            40 years                   20                67
Furniture and fixtures                            10 years                4,927             4,643
Computer equipment and software                 3 - 10 years             37,638            36,155
Other                                            3 - 5 years                 49                49
                                                                  --------------  ----------------
                                                                      $  63,849         $  66,918
Accumulated depreciation                                                (20,218)          (21,570)
                                                                  --------------  ----------------
                                                                      $  43,631         $  45,348
                                                                  --------------  ----------------



        Depreciation expense was $5,086 and $3,898 for the years ended December
        31, 2009 and 2008, respectively.


        Property, plant and equipment primarily consists of a home office
        building used for the Company's insurance operations in Sioux Falls,
        South Dakota. Construction commenced in 2007 and the facility was
        completed in late 2008 with occupancy in early 2009. During 2009 the
        former home office building, which is included in the 2008 reported
        balances above, was sold to a third-party for $3,050 for a realized loss
        of $118. Property, plant and equipment is reported in the consolidated
        balance sheets as a component of other receivables, other assets and
        property, plant and equipment.


9.      DAC, DSI and PVFP


        Policy acquisition costs of new and acquired business, deferred and
        amortized for the years ended December 31, 2009, 2008 and 2007 are as
        follows:



                                                          2009               2008               2007


DAC, beginning of year                                    $2,012,764         $1,422,862         $1,341,489
Commissions deferred                                         201,236            199,305            185,358
Underwriting and acquisition expenses deferred                41,655             39,864             42,299
Reduction due to reinsurance ceded                           (28,047)                 -                  -
Change in offset to unrealized losses                       (257,756)           527,048             85,062
Amortization related to operations                          (202,808)          (180,014)          (173,310)
Amortization related to realized (gains) losses                8,247            (14,440)           (26,891)
Amortization related to derivatives                           23,535             18,139            (31,145)
                                                       --------------   ----------------   ----------------
DAC, end of year                                          $1,798,826         $2,012,764         $1,422,862
                                                       --------------   ----------------   ----------------



        The composition of DSI for the years ended December 31, 2009, 2008 and
        2007 is summarized below:



                                                          2009               2008               2007

DSI, beginning of year                                     $ 764,191          $ 442,770          $ 414,545
Sales inducements costs deferred                              77,002             96,598             82,688
Reduction due to reinsurance ceded                            (2,423)                 -                  -
Change in offset to unrealized losses                       (152,077)           298,904             25,871
Amortization related to operations                           (72,939)           (60,326)           (53,727)
Amortization related realized (gains) losses                   3,552             (8,402)            (5,279)
Amortization related to derivatives                            9,141             (5,353)           (21,328)
                                                     ----------------  -----------------  -----------------
DSI, end of year                                           $ 626,447          $ 764,191          $ 442,770
                                                     ----------------  -----------------  -----------------



        The composition of the PVFP for the years ended December 31, 2009, 2008
        and 2007 is summarized below:



                                                        2009               2008               2007

PVFP, beginning of year                                  $  34,020          $  28,767          $  34,129
Change in offset to unrealized losses                       (7,678)             7,677                  -
Amortization                                                (4,575)            (2,424)            (5,362)
                                                    ---------------   ----------------   ----------------
PVFP, end of year                                        $  21,767          $  34,020          $  28,767
                                                    ---------------   ----------------   ----------------


10.     Reinsurance


        The Company is involved in both the cession and assumption of life and
        annuity reinsurance with other companies. Reinsurance premiums and
        claims ceded and assumed for the years ended December 31 are as follows:


                                          2009                           2008                       2007
                               ---------------------------   -------------------------  --------------------------
                                  Ceded           Assumed       Ceded         Assumed      Ceded          Assumed

Premiums and deposits
   on investment contracts      $  489,965        $ 1,001     $661,616         $  839    $750,611          $  787
Claims and investment
   contract withdrawals            198,117            256      192,187          1,576     165,611           4,155



        The Company generally reinsures the excess of each individual risk over
        $1,000 on ordinary life policies in order to spread its risk of loss.
        Certain other individual health contracts are reinsured on a
        policy-by-policy basis. The Company remains contingently liable for
        certain of the liabilities ceded in the event the reinsurers are unable
        to meet their obligations under the reinsurance agreements. To limit the
        possibility of such losses, the Company evaluates the financial
        condition of its reinsurers and monitors its concentration of credit
        risk. The Company generally only reinsures with companies rated "A" or
        better by A.M. Best. The Company monitors these ratings on an on-going
        basis as it is at risk that a reinsurer may be downgraded after an
        agreement has been entered.


        In addition to the risk reinsurance described above, the Company is also
        party to two funds withheld coinsurance agreements with a third-party
        reinsurer. These are indemnity agreements that cover 50% of
        substantially all policies issued from January 1, 2002 through March 31,
        2005 and since March 1, 2008 and 60% of substantially all policies
        issued from April 1, 2005 through February 29, 2008 of specific annuity
        plans. In these agreements, the Company agrees to withhold, on behalf of
        the assuming company, assets equal to the statutory reserves associated
        with these policies. The Company has netted the funds withheld liability
        of $3,866,131 and $3,602,226 against the reserve credits of $4,438,585
        and $4,270,520 in reinsurance receivables in the December 31, 2009 and
        2008 consolidated balance sheets, respectively.


        The Company is also a party to a coinsurance agreement with an
        affiliated reinsurer. This is an indemnity agreement that covers 100% of
        all policies issued from January 1, 2008 through September 30, 2009 of
        specific annuity plans. The effective date of the agreement was October
        1, 2009, at which time the Company transferred assets of $552,810, which
        are equal to the statutory reserves associated with these policies. The
        Company also received a ceding allowance of $6,565 as of the effective
        date of the agreement. The account values ceded as of the effective date
        were $576,715. The difference between the account values ceded, the
        assets transferred and the ceding allowance received resulted in a
        reduction of deferred acquisition costs of $28,047 and a reduction of
        deferred sales inducements of $2,423. Reserve credits of $577,852
        associated with this agreement are reported in reinsurance receivables
        in the December 31, 2009 consolidated balance sheet.


        Premiums, interest sensitive life and investment product charges, and
        benefits incurred are stated net of the amounts of premiums and claims
        assumed and ceded. Policyholder account balances, policy benefit
        reserves, and policy claims and benefits payable are reported gross of
        the related reinsurance receivables. These receivables are recognized in
        a manner consistent with the liabilities related to the underlying
        reinsured contracts.


11.     Accumulated Other Comprehensive Income (Loss)


        The components of accumulated other comprehensive loss are as follows:


                                                                       2009               2008

Net unrealized gain (loss) - available-for-sale securities           $ (1,175,131)      $ (2,060,259)
Net unrealized gain (loss) - derivative instruments                         1,282              3,525
Net unrealized gain (loss) - noncredit component of impairment
      losses on available-for-sale securities                             (12,820)                 -
Intangibles                                                               455,301            864,200
Pension
      Unrecognized actuarial net losses                                   (12,032)            (8,603)
Post-retirement
      Unrecognized actuarial net losses                                    (1,996)            (1,434)
      Unrecognized prior service cost                                       1,164               (368)
Deferred income taxes                                                     260,481            421,029
                                                                   ---------------  -----------------

      Accumulated other comprehensive loss                             $ (483,751)        $ (781,910)
                                                                   ---------------  -----------------


        The following table sets forth the changes in each component of
        accumulated other comprehensive loss.




                                                                               2009            2008          2007

Net unrealized loss available-for-sale securities                            $ 971,529    $ (1,892,001)   $ (147,158)
Reclassification adjustment for (gains) losses released
      into income                                                              (86,401)        (29,971)      (71,232)
Net unrealized gain (loss) - derivatives                                        (2,243)            786         3,868
Net unrealized gain (loss) - noncredit component of impairment
      losses on available-for-sale securities                                  (12,820)              -             -
Impact of intangibles                                                         (408,899)        805,342       110,933
Additional pension liability
      Amortization of net gain in net periodic benefit expense                     346             224           164
      Net (loss) gain recognized in accrued benefit costs                       (3,775)         (3,820)        2,000
Additional post-retirement liability:
      SFAS No. 158 adoption adjustment                                               -               -        (3,750)
      Amortization of net gain (loss) in net periodic benefit expense               29             (32)            -
      Amortization of prior service costs                                           75              75             -
      Net (loss) gain recognized in accrued benefit costs                         (592)          2,517             -
      Prior service costs arising in current year                                1,458            (612)            -
Deferred income taxes                                                         (160,548)        391,122        36,812
                                                                          -------------  --------------  ------------
      Net other comprehensive gain (loss)                                    $ 298,159      $ (726,370)    $ (68,363)
                                                                          -------------  --------------  ------------




        The unrealized investment gain (loss) on available-for-sale securities
        and derivative instruments is adjusted by intangibles and deferred
        income taxes, which adjustments are included in the statements of
        stockholder's equity.


12.     Income Taxes


        The significant components of the provision for income taxes are as follows:


                                                   2009          2008           2007

Current                                            $ 120,089     $ 117,853      $  86,009
Deferred                                             (17,781)       21,143         48,077
                                                 ------------  ------------  -------------
          Total federal income tax expense         $ 102,308     $ 138,996      $ 134,086
                                                 ------------  ------------  -------------


        The components of the federal income tax asset are as follows:


                                                            2009               2008

Net deferred income tax asset                                $ 356,404          $ 502,966
Income taxes currently (payable) receivable                     53,870            (32,339)
                                                      -----------------  -----------------
              Total income tax asset                         $ 410,274          $ 470,627
                                                      -----------------  -----------------



        The difference between the provision for income taxes attributable to
        income before income taxes and the amounts that would be expected using
        the U.S. Federal statutory income tax rate of 35% in 2009, 2008 and 2007
        are as follows:



                                                   2009           2008           2007

At statutory federal income tax rate             $ 104,735      $ 136,538      $ 136,312
Dividends received deductions                         (497)          (997)        (1,551)
Tax credits                                         (4,585)             -              -
Other, net                                           2,655          3,455           (675)
                                              -------------  -------------  -------------
              Total income tax expense           $ 102,308      $ 138,996      $ 134,086
                                              -------------  -------------  -------------


        The tax effects of temporary differences that give rise to significant
        portions of the deferred income tax assets and deferred income tax
        liabilities at December 31, 2009 and 2008 are as follows:


                                                                           2009           2008

Deferred income tax assets
    Policy liabilities and reserves                                         $ 720,554      $ 555,160
    Investments                                                               356,191        734,086
    Other, net                                                                  1,101         65,137
                                                                        --------------  -------------
              Total deferred income tax assets                              1,077,846      1,354,383
                                                                        --------------  -------------
Deferred income tax liabilities
    Present value of future profits of acquired business                       (7,618)        (9,220)
    Deferred policy acquisition costs and deferred sales inducements         (713,824)      (842,197)
                                                                        --------------  -------------
              Total deferred income tax liabilities                          (721,442)      (851,417)
                                                                        --------------  -------------
              Net deferred income tax asset                                 $ 356,404      $ 502,966
                                                                        --------------  -------------

        In assessing the realizability of deferred tax assets, management
        considers whether it is more likely than not, that some portion or all
        of the deferred tax assets will not be realized. Based on management's
        analysis of the realization of deferred tax assets, it is management's
        opinion that the Company will have sufficient future taxable income to
        realize all of the deferred tax assets at December 31, 2009, and no
        valuation allowance is necessary.


        The FASB issued guidance which clarified the accounting for uncertainty
        in income taxes in an entity's financial statements and provides
        thresholds for recognizing and measuring benefits of a tax position
        taken or expected to be taken in a tax return.


        The Company adopted the clarifying guidance as of January 1, 2007 and
        the Company's subsidiary, SFG Reinsurance Company adopted as of January
        1, 2009. Consequently, the Company recognizes tax benefits only on tax
        positions where it is "more likely than not" to prevail. There was no
        effect on the Company's financial statements from adopting the
        clarifying guidance.


        The Company anticipates it is reasonably possible that the unrecognized
        benefits will decrease in the range of $2,235 to $6,432 by the end of
        2010 primarily related to uncertainty regarding the treatment of
        dividend deductions. The Company recognizes interest and/or penalties as
        a component of tax expense. The Company had approximately $819 and $489
        of accrued interest and penalties at December 31, 2009 and 2008,
        respectively.


        In 2009, the Internal Revenue Service (IRS) completed an examination of
        the Company's income tax returns for 2004 through 2006, with no material
        adjustments. The IRS has commenced an examination of the Company's
        income tax returns for 2007 through 2008. The examination was in
        progress at December 31, 2009.


        Under guidance for uncertainty in income taxes, Midland National is
        considered a public entity, but its subsidiary is considered a
        non-public entity. As required under guidance for public entities, a
        reconciliation of the beginning and ending amounts of unrecognized tax
        benefits is as follows:


                                                                                  2009

         Balance at January 1                                                   $  7,975
         Additions based on tax positions related to the current year                358
         Reductions based on tax positions related to the prior years             (1,024)
         Additions based on tax positions related to prior years                   1,223
         Settlements/Statute expiration                                                -
                                                                             ------------
         Balance at December 31                                                 $  8,532
                                                                             ------------



13.     Statutory Financial Data and Dividend Restrictions


        The Company is domiciled in Iowa and its statutory-basis financial
        statements are prepared in accordance with accounting practices
        prescribed or permitted by the insurance department of the domiciliary
        state. "Prescribed" statutory accounting practices include state laws,
        regulations, and general administrative rules, as well as a variety of
        publications of the National Association of Insurance Commissioners
        ("NAIC"). "Permitted" statutory accounting practices encompass all
        accounting practices that are not prescribed. Such practices differ from
        state to state and company to company.


        There were no permitted practices used by the Company in 2009; however,
        prescribed practices used by the Company in 2009 include the following:


        1.      In 2006 Iowa issued a prescribed practice that allows other than
                market value for assets held in separate accounts where general
                account guarantees are present on such separate accounts. As a
                result, the Company carries the assets of the separate accounts
                related to its bank owned life insurance products at book value.

        2.      In 2008 Iowa issued a prescribed practice to account for call
                option derivative assets that hedge the growth in interest
                credited to the hedged policy as a direct result of changes in
                the related indices at amortized cost. The prescribed practice
                also provides guidance to determine indexed annuity reserve
                calculations based on the Guideline 35 Reserve assuming the
                market value of the call option(s) associated with the current
                index term is zero, regardless of the observable market for such
                option(s). At the conclusion of the index term, credited
                interest is reflected in the reserve as realized, based on
                actual index performance. The Company adopted this prescribed
                practice in 2008.


        The combined effect of applying these prescribed practices in 2009
        increased the Company's statutory-based surplus by $117,179. The
        risk-based capital excluding the effect of these prescribed practices
        would not have resulted in a regulatory trigger event.


        Generally, the net assets of an Iowa domiciled insurance company
        available for distribution to its stockholders are limited to the
        amounts by which the net assets, as determined in accordance with
        statutory accounting practices, exceed minimum regulatory statutory
        capital requirements. All payments of dividends or other distributions
        to stockholders are subject to approval by regulatory authorities. The
        maximum amount of dividends that can be paid by the Company during any
        12-month period, without prior approval of the Iowa insurance
        commissioner, is limited according to statutory regulations and is a
        function of statutory equity and statutory net income (generally, the
        greater of statutory-basis net gain from operations or 10% of prior
        year-end statutory-basis surplus). The Company paid dividends of
        $51,617, $46,740 and $43,345 in 2009, 2008 and 2007, respectively.
        Dividends payable in 2010 up to approximately $139,186 will not require
        prior approval of regulatory authorities.


        The statutory net income of the Company for the years ended December 31,
        2009, 2008 and 2007, is approximately ($31,000), $111,000 and $112,000,
        respectively, and reported capital and surplus at December 31, 2009,
        2008 and 2007, is approximately $1,392,000, $1,240,000 and $1,109,000,
        respectively, in accordance with statutory accounting principles.


14.     Operating Leases


        The Company leases certain equipment and office space. Rental expense on
        operating leases of approximately $3,749, $3,948, and $4,052, were
        incurred in 2009, 2008, and 2007, respectively. Approximate future
        minimum lease payments under non-cancellable leases at December 31,
        2009, are as follows:


         Year ending December 31,
         2010                                           $  2,407
         2011                                              2,794
         2012                                              2,797
         2013                                              2,772
         2014                                              2,613
         Thereafter                                       10,675
                                                  ---------------
                                                        $ 24,058
                                                  ---------------



15.     Employee Benefits Plans


        The Company participates in noncontributory defined benefit pension plan
        sponsored by SEI that covers certain full-time employees. Effective
        December 31, 2004, the plan sponsor approved a plan amendment to freeze
        the participants' accounts of the noncontributory defined benefit
        pension plan, which had the effect of establishing each participant's
        earned accrued benefit as of December 31, 2004. In addition, the
        participants' benefits shall be payable pursuant to the terms of the
        Plan to the extent each participant is or becomes 100% vested in such
        accrued benefits.


        In addition, the Company provides certain postretirement health care and
        life insurance benefits for eligible active and retired employees
        through health and welfare benefit plans.


        The following tables summarize the benefit obligations, the funded
        status and other additional information related to these plans as of
        December 31, 2009 and 2008. The pension benefit amounts reflect an
        allocation of the Company's portion of the SEI plan:


                                                         Pension Benefits             Other Benefits
                                                       ------------------------  -------------------------
                                                        2009          2008          2009         2008
Obligation and funded status
Accumulated benefit obligation at December 31           $ 37,700      $ 32,884      $ 13,456     $ 13,319
Fair value of plan assets at December 31                  30,490        29,148             -            -
                                                       ---------- -------------  ------------ ------------
Funded status at December 31                             $(7,210)      $(3,736)     $(13,456)    $(13,319)
                                                       ---------- -------------  ------------ ------------
Accrued benefit liability recognized
 in financial statements                                 $(7,210)      $(3,736)     $(13,456)    $(13,319)
                                                       ---------- -------------  ------------ ------------

Changes in liability for benefits recognized in
 accumulated other comprehensive income (loss)
Beginning balance                                        $(8,603)      $(5,007)      $(1,802)     $(3,750)
Net gain amortized into net periodic benefit costs           346           224           104           43
Net gain (loss) arising during the period                 (3,775)       (3,820)          866        1,905
                                                       ---------- -------------  ------------ ------------
Balance at December 31                                  $(12,032)      $(8,603)       $ (832)     $(1,802)
                                                       ---------- -------------  ------------ ------------

Changes in deferred taxes recognized in
 accumulated other comprehensive income (loss)           $ 1,200       $ 1,259        $  340       $ (682)
                                                       ---------- -------------  ------------ ------------



                                                   Pension Benefits                  Other Benefits
                                         ----------------------------------  -----------------------------
                                           2009        2008       2007          2009      2008       2007
Additional information
Net periodic benefit (income) costs       $  45      $ (208)    $ (426)      $ 1,438   $ 1,286    $ 1,778
Employer contributions                        -           -      1,231           331       509        397
Employee contributions                        -           -          -           122       113        106
Benefit payments                            363         529        444           453       622        503

Actuarial assumptions
Weighted-average assumptions, used to
determine benefit obligations as of
December 31
    Discount rate                          5.88%      6.25%       6.25%        5.50%      6.25%      6.25%
    Rate of compensation increase           N/A        N/A         N/A         4.25%      4.25%         -

Weighted-average assumptions used
 to determine net costs
 as of December 31
    Discount rate                          5.88%      6.25%       5.75%        5.50%      6.25%      5.75%
    Expected return on plan assets         7.00%      7.50%       7.50%           -          -          -
    Rate of compensation increase           N/A        N/A         N/A         4.25%      4.25%         -



        For measurement purposes, a 9.0% annual rate of increase in the per
        capita cost of covered health care benefits was assumed for 2009. The
        rate was assumed to decrease gradually to 4.5% in 2014, and remain at
        that level thereafter.


        The measurement date for the plans was December 31, 2009.


        For 2009, the weighted average expected long-term rate of return on
        assets was 7.0%. In developing this assumption, the plan sponsor
        evaluated input from its third party pension plan asset managers,
        including their review of asset class return expectations and long-term
        inflation assumptions. The plan sponsor also considered its historical
        average return, which was in line with the expected long-term rate of
        return assumption for 2009.


        The defined benefit pension plan asset allocation as of the measurement
        date and target asset allocation, presented as a percentage of total
        plan assets, were as follows:


                                                       2009
                                                      Target       2009         2008

Fixed income, multi-strategy and other securities          60%         63%         65%
Equity securities                                          35%         34%         29%
Other, including cash                                       5%          3%          6%
                                                      ---------  ----------   ---------

              Total                                       100%        100%        100%
                                                      ---------  ----------   ---------



        It is the plan sponsor's policy to invest pension plan assets in a
        diversified portfolio consisting of an array of assets matching the
        target asset allocations above. The investment risk of the assets is
        limited by appropriate diversification both within and between asset
        classes. The assets are managed with a view to ensuring that sufficient
        liquidity will be available to meet the expected cash flow requirements
        of the plan.


        The fair value of plan assets are invested in cash and cash equivalents,
        fixed income securities and equity securities. As discussed in Note 3
        above, the Fair Value approach establishes a fair value hierarchy which
        prioritizes inputs to valuation techniques used to measure fair value.
        The term inputs refers broadly to the assumptions that market
        participants would use in pricing an asset. The following is a
        description of the valuations methodologies used for instruments
        measured at fair value, including the general classification of such
        instruments pursuant to the valuation hierarchy.


        Cash and Cash Equivalents


        These investments are mutual funds valued using the Net Asset Value
        (NAV) provided by the administrator of the fund. The NAV is based on the
        value of the underlying assets owned by the fund, minus its liabilities,
        and then divided by the number of shares outstanding. The NAV is a
        quoted price in an active market and classified within Level 1 of the
        valuation hierarchy.


        U.S. Government and Federal Agency Obligations


        The fair value of U.S. government bonds is generally based on quoted
        prices in active markets. When quoted prices are not available, fair
        value is determined based on a valuation model that uses inputs that
        include interest-rate yield curves, cross-currency-basis index spreads,
        and country specific credit spreads similar to the bond in terms of
        issuer, maturity and seniority. These investments are classified within
        Level 2 of the valuation hierarchy.


        Corporate Debt Instruments


        The fair value of corporate bonds is estimated using recently executed
        transactions, market price quotations (where observable), bond spreads
        or credit default swap spreads. The spread data used are for the same
        maturity as the bond. If the spread data does not reference the issuer,
        then data that references a comparable issuer is used. When observable
        price quotations are not available, fair value is determined based on
        cash flow models with yield curves, bond. These investments are
        classified within Level 2 of the valuation hierarchy.


        Foreign Debt Obligations


        The fair value of foreign government bonds is generally based on quoted
        prices in active markets. When quoted prices are not available, fair
        value is determined based on a valuation model that uses inputs that
        include interest-rate yield curves, cross-currency-basis index spreads,
        and country specific credit spreads similar to the bond in terms of
        issuer, maturity and seniority. These investments are classified within
        Level 2 of the valuation hierarchy.


        Common Stocks, Rights and Warrants


        The fair value for these investments is based on quoted market prices
        for identical assets and liabilities. These investments are classified
        within Level 1 of the valuation hierarchy.


        Foreign Equities and Multi-Strategy Funds


        Foreign equity and multi-strategy funds are typically valued utilizing
        the net asset valuations provided by the underlying private investment
        companies and/or their administrators. Fund management considers
        subscription and redemption rights, including any restrictions on the
        disposition of the interest in its determination of fair value. These
        investments are classified within level 3 of the valuation hierarchy.


        Below are the Plan's financial instruments carried at fair value on a
        recurring basis by the fair value hierarchy levels disclosed above:


                                                                            December 31, 2009
                                                 ------------------------------------------------------------------------
                                                    Quoted prices       Significant
                                                      In active            other         Significant
                                                     markets for        observable       unobservable
                                                  identical assets        inputs            inputs
                                                      (Level 1)          (Level 2)        (Level 3)            Total
Assets
Cash & cash equivalents                                       $ 1,256              $ -               $ -          $ 1,256
U.S. government & federal agency obligations                        -            5,015                 -            5,015
Corporate debt instruments                                          -            7,677                 -            7,677
Foreign debt obligations                                            -              775                 -              775
Common stocks, rights and warrants                                  8                -                 -               8
Foreign equities and multi-strategy funds                           -                -            15,759           15,759
                                                 ---------------------  ---------------  ----------------  --------------

                                                              $ 1,264         $ 13,467          $ 15,759         $ 30,490
                                                 ---------------------  ---------------  ----------------  --------------




                                                                                December 31, 2008
                                                 ------------------------------------------------------------------------
                                                    Quoted prices       Significant
                                                      In active            other         Significant
                                                     markets for        observable       unobservable
                                                  identical assets        inputs            inputs
                                                      (Level 1)          (Level 2)        (Level 3)         Total
Assets
Cash & cash equivalents                                       $ 1,958            $ 642               $ -         $ 2,600
U.S. government & federal agency obligations                        -            8,963                 -           8,963
Corporate debt instruments                                          -            2,549                 -           2,549
Foreign debt obligations                                            -              251                 -             251
Common stocks, rights and warrants                                  8                -                 -               8
Foreign equities and multi-strategy funds                           -                -            14,777          14,777
                                                 ---------------------  ---------------  ----------------  --------------

                                                              $ 1,966         $ 12,405          $ 14,777        $ 29,148
                                                 ---------------------  ---------------  ----------------  --------------



        The table below sets forth a summary of changes in the fair value of the
        Plan's level 3 investment assets and liabilities for the year ended
        December 31, 2009:


                                                                             December 31, 2009
                                             ----------------------------------------------------------------------------
                                                                                             Sales, issuances,
                                             Beginning       Realized       Unrealized          maturities,      Ending
                                               fair            gains          gains             settlements,      fair
                                               value         (losses)        (losses)            calls, net      value

Foreign equities and multi-strategy funds           14,777        (1,620)            5,325          (2,723)        15,759
                                             --------------  ------------  ----------------  --------------   ------------

Total                                             $ 14,777      $ (1,620)          $ 5,325        $ (2,723)      $ 15,759
                                             --------------  ------------  ----------------  --------------   ------------




                                                                             December 31, 2008
                                             ----------------------------------------------------------------------------
                                                                                             Sales, issuances,
                                             Beginning       Realized       Unrealized          maturities,      Ending
                                               fair            gains          gains             settlements,      fair
                                               value         (losses)        (losses)            calls, net      value

Foreign equities and multi-strategy funds           22,408            89            (5,371)         (2,349)        14,777
                                             --------------  ------------  ----------------  --------------   ------------

Total                                             $ 22,408          $ 89          $ (5,371)       $ (2,349)      $ 14,777
                                             --------------  ------------  ----------------  --------------   ------------



        The Company expects to contribute $0 to the pension plan in 2010.


        The following estimated future benefit payments, which reflect expected
        future service, as appropriate, are expected to be paid in the years
        indicated:


                                              Pension          Other
                                             Benefits         Benefits

Year ending December 31,
2009                                          $  669          $  711
2010                                             795             788
2011                                             945             831
2012                                           1,116             835
2013                                           1,280             887
2014-2018                                      8,616           4,856


        The Company also participates in a noncontributory Employee Stock
        Ownership Plan ("ESOP"), which is qualified as a stock bonus plan. All
        employees are eligible to participate in this plan upon satisfying
        eligibility requirements. The ESOP is sponsored by SEI. Each year the
        Company makes a contribution to the ESOP as determined by the Board of
        SEI. The contributions to the ESOP for 2009, 2008 and 2007 were $8,978,
        $8,187 and $6,119, respectively. The expense for 2009, 2008 and 2007 was
        $10,838, $9,064 and $8,397, respectively. All contributions to the ESOP
        are held in trust.


        Impact of Medicare Modernization Act on Postretirement Benefits
        The Company follows the guidance on accounting for the effects of the
        Medicare Prescription Drug, Improvement and Modernization Act of 2003
        (the "Modernization Act"). The Modernization Act provides, among other
        things, a federal subsidy to plan sponsors who maintain postretirement
        health care plans that provide prescription drug benefits and meet
        certain equivalency criteria.


        The Company has determined that, for the majority of the plan
        participants, the drug benefits provided by its existing postretirement
        health plan are actuarially equivalent to the new Medicare benefit, and
        as a result the Company is eligible for the government subsidy.
        Accordingly, the plan's accumulated postretirement benefit obligation
        was reduced upon the adoption of this new guidance in 2005. This
        reduction was treated as a deferred experience gain, which will be
        amortized as a reduction of net periodic postretirement cost over the
        average remaining service period of participating employees expected to
        receive benefits under the plan. For the year ended December 31, 2009
        and 2008, the gains produced by recognition of the Modernization Act
        reduced net periodic postretirement cost by approximately $248 and $336,
        respectively.


16.     Other Related Party Transactions

        The Company pays fees to SEI under management contracts that cover
        certain investment, accounting, employee benefits and management
        services. The Company was charged $10,626, $13,346 and $12,034 in 2009,
        2008 and 2007, respectively, related to these contracts.

        The Company pays investment management fees to an affiliate, The
        Guggenheim Partners Asset Management Inc. The Company was charged
        $16,750, $21,209 and $19,900 in 2009, 2008 and 2007, respectively. The
        fee is calculated based on the average fair value of invested assets
        under management times a contractual rate.

        The Company provided certain administrative services to North American
        for which it was reimbursed $17,373, $14,151, and $11,121 in 2009, 2008
        and 2007, respectively, for the costs incurred to render such services.

        The Company pays sales commissions to Sammons Securities, Inc. ("SSI"),
        a broker-dealer company, associated with the variable life and annuity
        premiums placed with the Company's separate account funds and other
        fixed annuity product sales. The Company incurred commissions of
        approximately $659, $891 and $1,338 in 2009, 2008 and 2007,
        respectively, related to SSI sales.

        The Company holds a mortgage loan on the property of an indirect
        affiliate, The Grove Park Inn. The balance of the loan was $50,000 and
        $28,176 as of December 31, 2009 and 2008, respectively. Effective
        December 15, 2009, the Company combined the existing mortgage loan with
        another Grove Park Inn loan that had previously been held by another
        entity of SEI, resulting in the current outstanding balance of $50,000.
        The Company earned interest income on the loan of $1,715, $1,887 and
        $1,971 in 2009, 2008 and 2007, respectively.

        The Company receives fees from its affiliate, GLAC, under a service
        contract that became effective December 21, 2009 which covers specified
        accounting and financial reporting services. The amount due under this
        agreement from inception to the end of 2009 was immaterial.

17.     Commitments and Contingencies

        The Company has, in the normal course of business, claims and lawsuits
        filed against it. In some cases the damages sought are substantially in
        excess of contractual policy benefits. The Company believes these claims
        and lawsuits, either individually or in aggregate, will not materially
        affect the Company's financial position or results of operations.

        At December 31, 2009, the Company had outstanding capital commitments to
        limited partnerships of $128,408.

        The Company makes funding commitments to various private placement bond
        issuers. As of December 31, 2009, the Company had $59,685 of outstanding
        private placement bond funding commitments.

        Under insurance guaranty fund laws, in most states insurance companies
        doing business therein can be assessed up to prescribed limits for
        policyholder losses incurred by insolvent companies. The Company does
        not believe such assessments will be materially different from amounts
        already provided for in the financial statements. Most of these laws do
        provide, however, that an assessment may be excused or deferred if it
        would threaten an insurer's own financial strength.

Midland National Life
Insurance Company
Separate Account A
Financial Statements
December 31, 2009 and 2008



Midland National Life Insurance Company
Separate Account A
Index
-----------------------------------------------------------------------------------------


                                                                                  Page(s)


Report of Independent Registered Public Accounting Firm.................................1


Financial Statements


Statements of Assets and Liabilities, Operations and Changes in Net Assets...........2-69


Notes to Financial Statements.......................................................70-84









PricewaterhouseCoopers LLP
100 E. Wisconsin Ave., Suite 1800
Milwaukee WI 53202
Telephone (414) 212 1600
Facsimile (414) 212 1880





                                Report of Independent Registered Public Accounting Firm



The Board of Directors and Stockholder of
Midland National Life Insurance Company and
Policyholders of the Midland National Life
Insurance Company Separate Account A



In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations, changes in net assets, and the financial
highlights present fairly, in all material respects, the financial position of
the subaccounts of the Midland National Life Insurance Company Separate Account
A (which includes the Fidelity Variable Insurance Products Fund I, the Fidelity
Variable Insurance Products Fund II, the Fidelity Variable Insurance Products
Fund III, the American Century Variable Portfolios, Inc., the MFS Variable
Insurance Trust, the Lord Abbett Series Fund, Inc., the Alger American Fund, the
AIM Variable Insurance Funds, the Van Eck Worldwide Insurance Trust, the PIMCO
Variable Insurance Trust, the Goldman Sachs Variable Insurance Trust, the
Neuberger Berman Advisors Management Trust, the Premier VIT, the ProFunds VP,
and the Vanguard Variable Insurance Funds subaccounts thereof) at December 31,
2009, and the results of each of their operations for the year then ended, the
changes in each of their net assets for each of the two years in the period then
ended and the financial highlights for each of the five years in the period then
ended, in conformity with accounting principles generally accepted in the United
States of America. These financial statements and financial highlights are the
responsibility of Midland National Life Insurance Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of the number of shares owned as of December
31, 2009 by correspondence with the custodians, provide a reasonable basis for
our opinion.





April 21, 2010




Midland National Life Insurance Company
Separate Account A
Accumulated Total for All Portfolios
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                              $ 8,374,930
     (cost $424,539,987)                  $ 437,182,035         Capital gains distributions                    2,467,316
                                                                                                        -----------------

Liabilities                                           -                                                       10,842,246
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                $ 437,182,035         Administrative expense                            67,919
                                         ---------------
                                                                Mortality and expense risk                     3,043,895
                                                                                                        -----------------

                                                                                                               3,111,814
                                                                                                        -----------------

                                                             Net investment income                             7,730,432

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments             (91,696,922)
                                                              Net unrealized appreciation on
                                                               investments                                   182,041,620
                                                                                                        -----------------

                                                            Net increase in net assets resulting from
                                                             operations                                     $ 98,075,130
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                          $ 342,430,594     $ 554,416,247

Net increase (decrease) in net assets resulting from operations                             98,075,130      (211,729,204)

Capital shares transactions
   Net premiums                                                                             45,690,374        66,580,698
   Transfers of policy loans                                                                  (321,137)       (5,196,961)
   Transfers of cost of insurance                                                          (25,032,809)      (28,480,099)
   Transfers of surrenders                                                                 (19,620,321)      (24,061,659)
   Transfers of death benefits                                                                (773,198)       (1,233,240)
   Transfers of other terminations                                                          (2,528,264)       (3,191,257)
   Interfund and net transfers to general account                                             (738,334)       (4,673,931)
                                                                                      ----------------- -----------------

     Net decrease in net assets from capital share transactions                             (3,323,689)         (256,449)
                                                                                      ----------------- -----------------

Total increase (decrease) in net assets                                                     94,751,441      (211,985,653)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                $ 437,182,035    $  342,430,594
                                                                                      ----------------- -----------------



                       The accompanying notes are an integral part of these financial statements


                                                                               2


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Money Market Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 90,292
     10,671,412 shares (cost $10,671,412)  $ 10,671,412         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           90,292
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                 $ 10,671,412         Administrative expense                             2,258
                                         ---------------
                                                                Mortality and expense risk                       101,471
                                                                                                        -----------------

                                                                                                                 103,729
                                                                                                        -----------------

                                                             Net investment loss                                 (13,437)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                        -
                                                              Net unrealized appreciation on
                                                               investments                                             -
                                                                                                        -----------------

                                                             Net decrease in net assets resulting from
                                                             operations                                        $ (13,437)
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                           $ 12,223,756       $ 8,561,964

 Net (decrease) increase in net assets resulting from operations                               (13,437)          234,683

Capital shares transactions
   Net premiums                                                                              2,437,715         1,937,885
   Transfers of policy loans                                                                    65,884          (114,306)
   Transfers of cost of insurance                                                             (951,220)         (804,948)
   Transfers of surrenders                                                                  (2,163,402)         (902,492)
   Transfers of death benefits                                                                 (39,024)          (48,341)
   Transfers of other terminations                                                             (70,528)          (39,432)
   Interfund and net transfers to general account                                             (818,332)        3,398,743
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                       (1,538,907)        3,427,109
                                                                                      ----------------- -----------------

 Total (decrease) increase in net assets                                                    (1,552,344)        3,661,792
                                                                                      ----------------- -----------------

Net assets at end of year                                                                 $ 10,671,412    $   12,223,756
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               3


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I High Income Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                $ 586,306
     1,554,313 shares (cost $7,680,087)     $ 8,222,313         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                          586,306
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 8,222,313         Administrative expense                             3,121
                                         ---------------
                                                                Mortality and expense risk                        55,673
                                                                                                        -----------------

                                                                                                                  58,794
                                                                                                        -----------------

                                                             Net investment income                               527,512

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (1,012,144)
                                                              Net unrealized appreciation on
                                                               investments                                     2,788,149
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 2,303,517
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,685,116       $ 6,608,023

 Net increase (decrease) in net assets resulting from operations                             2,303,517        (1,632,377)

Capital shares transactions
   Net premiums                                                                                806,981           651,198
   Transfers of policy loans                                                                    13,738           (52,402)
   Transfers of cost of insurance                                                             (550,439)         (476,468)
   Transfers of surrenders                                                                    (261,003)         (274,060)
   Transfers of death benefits                                                                 (11,044)          (34,574)
   Transfers of other terminations                                                             (95,637)          (14,755)
   Interfund and net transfers to general account                                            1,331,084           (89,469)
                                                                                      ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                        1,233,680          (290,530)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     3,537,197        (1,922,907)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 8,222,313     $   4,685,116
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               4


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Equity-Income Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 370,411
     1,101,822 shares (cost $19,716,197)    $ 18,521,629         Capital gains distributions                            -
                                                                                                         -----------------

Liabilities                                            -                                                          370,411
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 18,521,629         Administrative expense                            10,145
                                         ----------------
                                                                 Mortality and expense risk                       124,384
                                                                                                         -----------------

                                                                                                                  134,529
                                                                                                         -----------------

                                                              Net investment income                               235,882

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (7,659,846)
                                                               Net unrealized appreciation on
                                                                investments                                    11,616,238
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 4,192,274
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 16,111,614      $ 32,008,838

 Net increase (decrease) in net assets resulting from operations                              4,192,274       (12,983,922)

Capital shares transactions
   Net premiums                                                                               1,388,971         2,210,207
   Transfers of policy loans                                                                    168,334          (206,441)
   Transfers of cost of insurance                                                            (1,430,747)       (1,699,133)
   Transfers of surrenders                                                                     (891,105)       (1,552,753)
   Transfers of death benefits                                                                  (50,700)         (166,738)
   Transfers of other terminations                                                             (106,040)         (203,221)
   Interfund and net transfers to general account                                              (860,972)       (1,295,223)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                   (1,782,259)       (2,913,302)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      2,410,015       (15,897,224)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 18,521,629    $   16,111,614
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               5


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Growth Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 130,277
     1,130,421 shares (cost $34,877,195)    $ 33,957,851         Capital gains distributions                       25,335
                                                                                                         -----------------

Liabilities                                            -                                                          155,612
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 33,957,851         Administrative expense                            15,002
                                         ----------------
                                                                 Mortality and expense risk                       214,164
                                                                                                         -----------------

                                                                                                                  229,166
                                                                                                         -----------------

                                                              Net investment loss                                 (73,554)

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (4,095,263)
                                                               Net unrealized appreciation on
                                                                investments                                    10,793,956
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 6,625,139
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 25,918,250      $ 55,020,668

 Net increase (decrease) in net assets resulting from operations                              6,625,139       (24,851,236)

Capital shares transactions
   Net premiums                                                                               2,891,479         4,195,672
   Transfers of policy loans                                                                    219,748          (564,874)
   Transfers of cost of insurance                                                            (2,456,591)       (3,176,178)
   Transfers of surrenders                                                                   (1,748,679)       (2,762,062)
   Transfers of death benefits                                                                  (84,558)         (121,162)
   Transfers of other terminations                                                             (140,222)         (224,810)
   Interfund and net transfers to general account                                             2,733,285        (1,597,768)
                                                                                       ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                         1,414,462        (4,251,182)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      8,039,601       (29,102,418)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 33,957,851    $   25,918,250
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               6


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Overseas Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 256,288
     881,673 shares (cost $12,920,905)      $ 13,269,182         Capital gains distributions                       36,831
                                                                                                         -----------------

Liabilities                                            -                                                          293,119
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 13,269,182         Administrative expense                             4,413
                                         ----------------
                                                                 Mortality and expense risk                       105,673
                                                                                                         -----------------

                                                                                                                  110,086
                                                                                                         -----------------

                                                              Net investment income                               183,033

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (5,526,963)
                                                               Net unrealized appreciation on
                                                                investments                                     7,608,299
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 2,264,369
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 10,762,909      $ 20,501,977

 Net increase (decrease) in net assets resulting from operations                              2,264,369        (8,834,742)

Capital shares transactions
   Net premiums                                                                               1,704,205         2,229,824
   Transfers of policy loans                                                                     23,005          (230,356)
   Transfers of cost of insurance                                                              (937,461)         (926,121)
   Transfers of surrenders                                                                     (500,524)         (820,545)
   Transfers of death benefits                                                                  (18,751)          (43,825)
   Transfers of other terminations                                                              (56,015)         (147,059)
   Interfund and net transfers to general account                                                27,445          (966,244)
                                                                                       ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                           241,904          (904,326)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      2,506,273        (9,739,068)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 13,269,182    $   10,762,909
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               7


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Mid Cap Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 114,030
     751,109 shares (cost $16,296,667)      $ 19,183,312         Capital gains distributions                       85,694
                                                                                                         -----------------

Liabilities                                            -                                                          199,724
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 19,183,312         Administrative expense                               722
                                         ----------------
                                                                 Mortality and expense risk                       138,721
                                                                                                         -----------------

                                                                                                                  139,443
                                                                                                         -----------------

                                                              Net investment income                                60,281

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (5,961,949)
                                                               Net unrealized appreciation on
                                                                investments                                    11,889,617
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 5,987,949
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 13,975,665      $ 25,085,489

 Net increase (decrease) in net assets resulting from operations                              5,987,949        (9,750,623)

Capital shares transactions
   Net premiums                                                                               1,643,822         2,605,525
   Transfers of policy loans                                                                   (103,500)         (179,031)
   Transfers of cost of insurance                                                              (749,856)       (1,035,766)
   Transfers of surrenders                                                                     (744,282)         (950,481)
   Transfers of death benefits                                                                  (14,822)          (11,663)
   Transfers of other terminations                                                             (107,664)          (95,803)
   Interfund and net transfers to general account                                              (704,000)       (1,691,982)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                     (780,302)       (1,359,201)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      5,207,647       (11,109,824)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 19,183,312    $   13,975,665
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               8


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom Income Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 1,377
     4,148 shares (cost $38,153)               $ 41,480         Capital gains distributions                          561
                                                                                                        -----------------

Liabilities                                           -                                                            1,938
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 41,480         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                           322
                                                                                                        -----------------

                                                                                                                     322
                                                                                                        -----------------

                                                             Net investment income                                 1,616

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                       74
                                                              Net unrealized appreciation on
                                                               investments                                         3,326
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 5,016
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 20,820               $ -

 Net increase in net assets resulting from operations                                            5,016                 1

Capital shares transactions
   Net premiums                                                                                  4,119            20,819
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                               (2,098)                -
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               13,623                 -
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      15,644            20,819
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   20,660            20,820
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 41,480      $     20,820
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               9


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom 2010 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 1,746
     4,915 shares (cost $42,841)               $ 48,016         Capital gains distributions                           85
                                                                                                        -----------------

Liabilities                                           -                                                            1,831
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 48,016         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                           247
                                                                                                        -----------------

                                                                                                                     247
                                                                                                        -----------------

                                                             Net investment income                                 1,584

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                      420
                                                              Net unrealized appreciation on
                                                               investments                                         5,175
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 7,179
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                    $ -               $ -

 Net increase in net assets resulting from operations                                            7,179                 -

Capital shares transactions
   Net premiums                                                                                 10,963                 -
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                               (4,403)                -
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               34,277                 -
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      40,837                 -
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   48,016                 -
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 48,016        $        -
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              10


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom 2015 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ 6
     20 shares (cost $176)                        $ 192         Capital gains distributions                            2
                                                                                                        -----------------

Liabilities                                           -                                                                8
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                        $ 192         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                             1
                                                                                                        -----------------

                                                                                                                       1
                                                                                                        -----------------

                                                             Net investment income                                     7

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                       10
                                                              Net unrealized appreciation on
                                                               investments                                            22
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                             $ 39
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                  $ 129               $ -

 Net increase (decrease) in net assets resulting from operations                                    39               (23)

Capital shares transactions
   Net premiums                                                                                    280               318
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                                 (256)             (166)
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                                    -                 -
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                          24               152
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                       63               129
                                                                                      ----------------- -----------------

Net assets at end of year                                                                        $ 192       $       129
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              11


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom 2020 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                    $ 733
     2,641 shares (cost $22,952)               $ 25,141         Capital gains distributions                          159
                                                                                                        -----------------

Liabilities                                           -                                                              892
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 25,141         Administrative expense                                 2
                                         ---------------
                                                                Mortality and expense risk                            23
                                                                                                        -----------------

                                                                                                                      25
                                                                                                        -----------------

                                                             Net investment income                                   867

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    1,081
                                                              Net unrealized appreciation on
                                                               investments                                         2,215
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 4,163
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                $ 3,412               $ -

 Net increase (decrease) in net assets resulting from operations                                 4,163            (6,578)

Capital shares transactions
   Net premiums                                                                                 11,659             3,656
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                               (4,932)           (1,215)
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               10,839             7,549
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      17,566             9,990
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   21,729             3,412
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 25,141      $      3,412
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              12


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom 2025 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                    $ 150
     547 shares (cost $4,744)                   $ 5,088         Capital gains distributions                           55
                                                                                                        -----------------

Liabilities                                           -                                                              205
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                      $ 5,088         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                            35
                                                                                                        -----------------

                                                                                                                      35
                                                                                                        -----------------

                                                             Net investment income                                   170

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                    (568)
                                                              Net unrealized appreciation on
                                                               investments                                         1,606
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 1,208
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                $ 2,567               $ -

 Net increase (decrease) in net assets resulting from operations                                 1,208            (1,304)

Capital shares transactions
   Net premiums                                                                                  1,625               269
   Transfers of policy loans                                                                      (141)              (50)
   Transfers of cost of insurance                                                                 (789)             (195)
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                                  618             3,847
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                       1,313             3,871
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                    2,521             2,567
                                                                                      ----------------- -----------------

Net assets at end of year                                                                      $ 5,088      $      2,567
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              13


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom 2030 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 1,737
     9,807 shares (cost $84,913)               $ 88,558         Capital gains distributions                          606
                                                                                                        -----------------

Liabilities                                           -                                                            2,343
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 88,558         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                           415
                                                                                                        -----------------

                                                                                                                     415
                                                                                                        -----------------

                                                             Net investment income                                 1,928

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                  (1,727)
                                                              Net unrealized appreciation on
                                                               investments                                        18,852
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 19,053
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 35,917               $ -

 Net increase (decrease) in net assets resulting from operations                                19,053           (13,159)

Capital shares transactions
   Net premiums                                                                                 31,397            12,319
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                              (10,722)           (2,380)
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               12,913            39,137
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      33,588            49,076
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   52,641            35,917
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 88,558      $     35,917
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              14


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund II Asset Manager Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                $ 129,099
     462,478 shares (cost $6,136,513)       $ 6,012,210         Capital gains distributions                        9,053
                                                                                                        -----------------

Liabilities                                           -                                                          138,152
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 6,012,210         Administrative expense                             5,805
                                         ---------------
                                                                Mortality and expense risk                        46,339
                                                                                                        -----------------

                                                                                                                  52,144
                                                                                                        -----------------

                                                             Net investment income                                86,008

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (703,029)
                                                              Net unrealized appreciation on
                                                               investments                                     1,978,396
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,361,375
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 5,177,690       $ 8,164,214

 Net increase (decrease) in net assets resulting from operations                             1,361,375        (2,334,457)

Capital shares transactions
   Net premiums                                                                                457,393           584,963
   Transfers of policy loans                                                                    50,614          (107,682)
   Transfers of cost of insurance                                                             (453,040)         (525,611)
   Transfers of surrenders                                                                    (312,678)         (573,312)
   Transfers of death benefits                                                                 (21,947)          (67,563)
   Transfers of other terminations                                                             (21,009)          (27,509)
   Interfund and net transfers to general account                                             (226,188)           64,647
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (526,855)         (652,067)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       834,520        (2,986,524)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 6,012,210     $   5,177,690
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              15


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund II Investment Grade Bond Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                              $ 1,018,686
     975,707 shares (cost $11,973,905)      $ 12,176,825         Capital gains distributions                       46,340
                                                                                                         -----------------

Liabilities                                            -                                                        1,065,026
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 12,176,825         Administrative expense                             1,839
                                         ----------------
                                                                 Mortality and expense risk                        86,010
                                                                                                         -----------------

                                                                                                                   87,849
                                                                                                         -----------------

                                                              Net investment income                               977,177

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments                (164,579)
                                                               Net unrealized appreciation on
                                                                investments                                       725,906
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 1,538,504
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 10,967,654      $ 10,502,350

 Net increase (decrease) in net assets resulting from operations                              1,538,504          (467,768)

Capital shares transactions
   Net premiums                                                                                 410,834         1,666,698
   Transfers of policy loans                                                                    287,874           (90,224)
   Transfers of cost of insurance                                                              (368,507)         (705,888)
   Transfers of surrenders                                                                     (410,170)         (581,965)
   Transfers of death benefits                                                                  (26,304)          (39,552)
   Transfers of other terminations                                                              (62,359)         (185,792)
   Interfund and net transfers to general account                                              (160,701)          869,795
                                                                                       ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                          (329,333)          933,072
                                                                                       ----------------- -----------------

 Total increase in net assets                                                                 1,209,171           465,304
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 12,176,825    $   10,967,654
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              16


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund II Index 500 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                              $ 1,048,395
     391,510 shares (cost $47,277,757)      $ 46,832,407         Capital gains distributions                      881,997
                                                                                                         -----------------

Liabilities                                            -                                                        1,930,392
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 46,832,407         Administrative expense                             5,886
                                         ----------------
                                                                 Mortality and expense risk                       315,513
                                                                                                         -----------------

                                                                                                                  321,399
                                                                                                         -----------------

                                                              Net investment income                             1,608,993

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (8,713,015)
                                                               Net unrealized appreciation on
                                                                investments                                    16,663,581
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 9,559,559
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 39,209,782      $ 64,296,635

 Net increase (decrease) in net assets resulting from operations                              9,559,559       (23,503,899)

Capital shares transactions
   Net premiums                                                                               4,434,003         5,978,513
   Transfers of policy loans                                                                   (253,761)         (529,230)
   Transfers of cost of insurance                                                            (2,724,826)       (2,602,327)
   Transfers of surrenders                                                                   (2,116,364)       (2,315,570)
   Transfers of death benefits                                                                  (51,148)         (156,636)
   Transfers of other terminations                                                             (218,168)         (234,183)
   Interfund and net transfers to general account                                            (1,006,670)       (1,723,521)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                   (1,936,934)       (1,582,954)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      7,622,625       (25,086,853)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 46,832,407    $   39,209,782
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              17




Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund II Contrafund Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 482,383
     1,938,066 shares (cost $40,808,505)    $ 39,962,919         Capital gains distributions                        9,608
                                                                                                         -----------------

Liabilities                                            -                                                          491,991
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 39,962,919         Administrative expense                             7,905
                                         ----------------
                                                                 Mortality and expense risk                       266,946
                                                                                                         -----------------

                                                                                                                  274,851
                                                                                                         -----------------

                                                              Net investment income                               217,140

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments             (14,959,997)
                                                               Net unrealized appreciation on
                                                                investments                                    25,160,195
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                     $ 10,417,338
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 32,023,672      $ 59,938,983

 Net increase (decrease) in net assets resulting from operations                             10,417,338       (25,057,469)

Capital shares transactions
   Net premiums                                                                               2,939,419         4,835,454
   Transfers of policy loans                                                                    (16,256)         (518,098)
   Transfers of cost of insurance                                                            (1,853,128)       (2,615,202)
   Transfers of surrenders                                                                   (1,804,106)       (2,429,628)
   Transfers of death benefits                                                                  (39,461)          (94,554)
   Transfers of other terminations                                                             (220,878)         (318,737)
   Interfund and net transfers to general account                                            (1,483,681)       (1,717,077)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                   (2,478,091)       (2,857,842)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      7,939,247       (27,915,311)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 39,962,919    $   32,023,672
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              18


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund II Asset Manager: Growth Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 49,092
     279,966 shares (cost $3,378,352)       $ 3,544,365         Capital gains distributions                        6,357
                                                                                                        -----------------

Liabilities                                           -                                                           55,449
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 3,544,365         Administrative expense                             1,520
                                         ---------------
                                                                Mortality and expense risk                        23,293
                                                                                                        -----------------

                                                                                                                  24,813
                                                                                                        -----------------

                                                             Net investment income                                30,636

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (374,129)
                                                              Net unrealized appreciation on
                                                               investments                                     1,223,227
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 879,734
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 2,993,258       $ 5,291,927

 Net increase (decrease) in net assets resulting from operations                               879,734        (1,779,602)

Capital shares transactions
   Net premiums                                                                                222,697           415,594
   Transfers of policy loans                                                                    13,022           (79,055)
   Transfers of cost of insurance                                                             (208,823)         (332,766)
   Transfers of surrenders                                                                    (199,946)         (369,191)
   Transfers of death benefits                                                                 (10,894)          (15,990)
   Transfers of other terminations                                                             (14,017)          (54,920)
   Interfund and net transfers to general account                                             (130,666)          (82,739)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (328,627)         (519,067)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       551,107        (2,298,669)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 3,544,365     $   2,993,258
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              19


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund III Balanced Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 69,321
     315,044 shares (cost $4,058,308)       $ 4,224,742         Capital gains distributions                       11,108
                                                                                                        -----------------

Liabilities                                           -                                                           80,429
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 4,224,742         Administrative expense                               117
                                         ---------------
                                                                Mortality and expense risk                        28,768
                                                                                                        -----------------

                                                                                                                  28,885
                                                                                                        -----------------

                                                             Net investment income                                51,544

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (477,944)
                                                              Net unrealized appreciation on
                                                               investments                                     1,589,140
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,162,740
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 3,200,918       $ 5,041,173

 Net increase (decrease) in net assets resulting from operations                             1,162,740        (1,718,950)

Capital shares transactions
   Net premiums                                                                                449,730           487,930
   Transfers of policy loans                                                                   (39,053)          (46,254)
   Transfers of cost of insurance                                                             (338,781)         (297,770)
   Transfers of surrenders                                                                    (163,278)         (133,907)
   Transfers of death benefits                                                                 (36,974)          (16,521)
   Transfers of other terminations                                                              (6,264)          (17,000)
   Interfund and net transfers to general account                                               (4,296)          (97,783)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (138,916)         (121,305)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,023,824        (1,840,255)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 4,224,742     $   3,200,918
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              20


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund III Growth & Income Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 69,495
     640,740 shares (cost $7,014,945)       $ 7,092,988         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           69,495
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 7,092,988         Administrative expense                               350
                                         ---------------
                                                                Mortality and expense risk                        48,140
                                                                                                        -----------------

                                                                                                                  48,490
                                                                                                        -----------------

                                                             Net investment income                                21,005

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (2,462,335)
                                                              Net unrealized appreciation on
                                                               investments                                     3,937,816
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,496,486
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 5,926,268      $ 11,350,680

 Net increase (decrease) in net assets resulting from operations                             1,496,486        (4,521,580)

Capital shares transactions
   Net premiums                                                                                913,731         1,122,658
   Transfers of policy loans                                                                    12,209          (120,044)
   Transfers of cost of insurance                                                             (530,353)         (642,139)
   Transfers of surrenders                                                                    (378,747)         (538,945)
   Transfers of death benefits                                                                 (45,140)          (30,336)
   Transfers of other terminations                                                             (56,495)          (57,155)
   Interfund and net transfers to general account                                             (244,971)         (636,871)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (329,766)         (902,832)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,166,720        (5,424,412)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 7,092,988     $   5,926,268
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              21


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund III Growth Opportunities Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 25,064
     423,149 shares (cost $5,459,688)       $ 6,139,897         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           25,064
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 6,139,897         Administrative expense                               404
                                         ---------------
                                                                Mortality and expense risk                        34,951
                                                                                                        -----------------

                                                                                                                  35,355
                                                                                                        -----------------

                                                             Net investment loss                                 (10,291)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (1,788,668)
                                                              Net unrealized appreciation on
                                                               investments                                     3,759,291
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,960,332
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,465,907      $ 10,781,475

 Net increase (decrease) in net assets resulting from operations                             1,960,332        (5,748,126)

Capital shares transactions
   Net premiums                                                                                635,351           852,435
   Transfers of policy loans                                                                    44,607          (142,823)
   Transfers of cost of insurance                                                             (470,157)         (614,331)
   Transfers of surrenders                                                                    (362,272)         (358,676)
   Transfers of death benefits                                                                  (7,807)           (3,593)
   Transfers of other terminations                                                             (59,240)          (90,538)
   Interfund and net transfers to general account                                              (66,824)         (209,916)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (286,342)         (567,442)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,673,990        (6,315,568)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 6,139,897     $   4,465,907
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              22


Midland National Life Insurance Company
Separate Account A
American Century Variable Portfolios, Inc. Balanced Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                $ 135,127
     445,280 shares (cost $2,720,288)       $ 2,560,358         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                          135,127
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,560,358         Administrative expense                                73
                                         ---------------
                                                                Mortality and expense risk                        20,556
                                                                                                        -----------------

                                                                                                                  20,629
                                                                                                        -----------------

                                                             Net investment income                               114,498

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (490,443)
                                                              Net unrealized appreciation on
                                                               investments                                       688,705
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 312,760
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 2,644,260       $ 3,636,481

 Net increase (decrease) in net assets resulting from operations                               312,760          (734,701)

Capital shares transactions
   Net premiums                                                                                293,933           372,724
   Transfers of policy loans                                                                     4,073           (74,075)
   Transfers of cost of insurance                                                             (203,087)         (224,665)
   Transfers of surrenders                                                                    (140,820)         (188,080)
   Transfers of death benefits                                                                  (4,539)          (19,107)
   Transfers of other terminations                                                              (9,599)          (40,809)
   Interfund and net transfers to general account                                             (336,623)          (83,508)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (396,662)         (257,520)
                                                                                      ----------------- -----------------

 Total decrease in net assets                                                                  (83,902)         (992,221)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,560,358     $   2,644,260
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              23


Midland National Life Insurance Company
Separate Account A
American Century Variable Portfolios, Inc. Capital Appreciation Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 38,850
     503,020 shares (cost $4,302,484)       $ 5,417,524         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           38,850
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 5,417,524         Administrative expense                               295
                                         ---------------
                                                                Mortality and expense risk                        38,897
                                                                                                        -----------------

                                                                                                                  39,192
                                                                                                        -----------------

                                                             Net investment loss                                    (342)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (1,619,806)
                                                              Net unrealized appreciation on
                                                               investments                                     3,164,198
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,544,050
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,287,827       $ 8,669,898

 Net increase (decrease) in net assets resulting from operations                             1,544,050        (3,939,759)

Capital shares transactions
   Net premiums                                                                                360,477           503,854
   Transfers of policy loans                                                                   (30,002)          (79,845)
   Transfers of cost of insurance                                                             (257,684)         (353,623)
   Transfers of surrenders                                                                    (243,445)         (311,974)
   Transfers of death benefits                                                                  (8,130)           (8,755)
   Transfers of other terminations                                                             (36,644)          (96,716)
   Interfund and net transfers to general account                                             (198,925)          (95,253)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (414,353)         (442,312)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,129,697        (4,382,071)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 5,417,524     $   4,287,827
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              24


Midland National Life Insurance Company
Separate Account A
American Century Variable Portfolios, Inc. International Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 286,114
     2,125,977 shares (cost $16,365,359)    $ 16,433,805         Capital gains distributions                            -
                                                                                                         -----------------

Liabilities                                            -                                                          286,114
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 16,433,805         Administrative expense                               771
                                         ----------------
                                                                 Mortality and expense risk                       118,499
                                                                                                         -----------------

                                                                                                                  119,270
                                                                                                         -----------------

                                                              Net investment income                               166,844

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (3,894,208)
                                                               Net unrealized appreciation on
                                                                investments                                     7,856,551
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 4,129,187
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 13,140,038      $ 26,670,007

 Net increase (decrease) in net assets resulting from operations                              4,129,187       (11,387,033)

Capital shares transactions
   Net premiums                                                                               1,743,383         3,034,447
   Transfers of policy loans                                                                    (77,334)         (246,171)
   Transfers of cost of insurance                                                              (922,150)       (1,280,007)
   Transfers of surrenders                                                                     (650,527)       (1,011,461)
   Transfers of death benefits                                                                  (13,121)          (21,186)
   Transfers of other terminations                                                             (100,122)         (107,281)
   Interfund and net transfers to general account                                              (815,549)       (2,511,277)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                     (835,420)       (2,142,936)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      3,293,767       (13,529,969)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 16,433,805    $   13,140,038
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              25


Midland National Life Insurance Company
Separate Account A
American Century Variable Portfolios, Inc. Value Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 898,543
     3,499,605 shares (cost $17,704,443)    $ 18,477,916         Capital gains distributions                            -
                                                                                                         -----------------

Liabilities                                            -                                                          898,543
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 18,477,916         Administrative expense                               864
                                         ----------------
                                                                 Mortality and expense risk                       133,687
                                                                                                         -----------------

                                                                                                                  134,551
                                                                                                         -----------------

                                                              Net investment income                               763,992

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (6,053,803)
                                                               Net unrealized appreciation on
                                                                investments                                     8,273,586
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 2,983,775
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 15,683,190      $ 21,332,296

 Net increase (decrease) in net assets resulting from operations                              2,983,775        (5,904,360)

Capital shares transactions
   Net premiums                                                                               2,368,882         3,544,699
   Transfers of policy loans                                                                    (32,271)         (171,546)
   Transfers of cost of insurance                                                            (1,079,245)       (1,280,560)
   Transfers of surrenders                                                                     (714,619)         (795,177)
   Transfers of death benefits                                                                  (26,093)          (28,758)
   Transfers of other terminations                                                              (97,501)         (108,897)
   Interfund and net transfers to general account                                              (608,202)         (904,507)
                                                                                       ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                          (189,049)          255,254
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      2,794,726        (5,649,106)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 18,477,916    $   15,683,190
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              26


Midland National Life Insurance Company
Separate Account A
American Century Variable Portfolios, Inc. Income & Growth Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 81,576
     350,320 shares (cost $1,974,041)       $ 1,884,723         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           81,576
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 1,884,723         Administrative expense                                52
                                         ---------------
                                                                Mortality and expense risk                        13,907
                                                                                                        -----------------

                                                                                                                  13,959
                                                                                                        -----------------

                                                             Net investment income                                67,617

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (652,379)
                                                              Net unrealized appreciation on
                                                               investments                                       861,173
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 276,411
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,767,576       $ 3,033,407

 Net increase (decrease) in net assets resulting from operations                               276,411        (1,036,279)

Capital shares transactions
   Net premiums                                                                                187,614           275,704
   Transfers of policy loans                                                                    (2,307)          (41,113)
   Transfers of cost of insurance                                                             (120,954)         (163,065)
   Transfers of surrenders                                                                     (69,059)         (106,690)
   Transfers of death benefits                                                                  (2,113)           (4,441)
   Transfers of other terminations                                                              (7,343)          (59,141)
   Interfund and net transfers to general account                                             (145,102)         (130,806)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (159,264)         (229,552)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       117,147        (1,265,831)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 1,884,723     $   1,767,576
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              27


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust Growth Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 24,729
     636,550 shares (cost $11,788,594)     $ 13,641,268         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           24,729
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                 $ 13,641,268         Administrative expense                               465
                                         ---------------
                                                                Mortality and expense risk                        72,012
                                                                                                        -----------------

                                                                                                                  72,477
                                                                                                        -----------------

                                                             Net investment loss                                 (47,748)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (630,749)
                                                              Net unrealized appreciation on
                                                               investments                                     3,842,490
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 3,163,993
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 7,525,964      $ 13,216,107

 Net increase (decrease) in net assets resulting from operations                             3,163,993        (4,845,747)

Capital shares transactions
   Net premiums                                                                                831,929         1,126,434
   Transfers of policy loans                                                                   (60,542)         (145,774)
   Transfers of cost of insurance                                                             (455,331)         (680,866)
   Transfers of surrenders                                                                    (577,694)         (630,726)
   Transfers of death benefits                                                                 (15,320)          (19,312)
   Transfers of other terminations                                                            (161,513)         (141,879)
   Interfund and net transfers to general account                                            3,389,782          (352,273)
                                                                                      ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                        2,951,311          (844,396)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     6,115,304        (5,690,143)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                 $ 13,641,268     $   7,525,964
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              28


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust Investors Trust Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 21,299
     80,135 shares (cost $1,437,138)        $ 1,461,656         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           21,299
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 1,461,656         Administrative expense                                14
                                         ---------------
                                                                Mortality and expense risk                        10,556
                                                                                                        -----------------

                                                                                                                  10,570
                                                                                                        -----------------

                                                             Net investment income                                10,729

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (132,842)
                                                              Net unrealized appreciation on
                                                               investments                                       431,085
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 308,972
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,223,835       $ 1,980,718

 Net increase (decrease) in net assets resulting from operations                               308,972          (636,698)

Capital shares transactions
   Net premiums                                                                                118,134           186,904
   Transfers of policy loans                                                                   (10,718)          (13,311)
   Transfers of cost of insurance                                                              (83,286)         (128,817)
   Transfers of surrenders                                                                     (78,326)         (109,044)
   Transfers of death benefits                                                                    (917)           (1,577)
   Transfers of other terminations                                                              (2,640)          (18,534)
   Interfund and net transfers to general account                                              (13,398)          (35,806)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                     (71,151)         (120,185)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       237,821          (756,883)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 1,461,656     $   1,223,835
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              29


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust New Discovery Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     437,360 shares (cost $4,763,220)       $ 5,873,746         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 5,873,746         Administrative expense                               269
                                         ---------------
                                                                Mortality and expense risk                        53,552
                                                                                                        -----------------

                                                                                                                  53,821
                                                                                                        -----------------

                                                             Net investment loss                                 (53,821)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                   17,777
                                                              Net unrealized appreciation on
                                                               investments                                     3,636,287
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 3,600,243
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 5,411,177       $ 6,841,325

 Net increase (decrease) in net assets resulting from operations                             3,600,243        (2,388,174)

Capital shares transactions
   Net premiums                                                                                506,709           611,553
   Transfers of policy loans                                                                  (118,788)          (65,116)
   Transfers of cost of insurance                                                             (311,252)         (328,503)
   Transfers of surrenders                                                                    (330,830)         (314,484)
   Transfers of death benefits                                                                 (10,641)           (6,425)
   Transfers of other terminations                                                             (34,830)          (43,306)
   Interfund and net transfers to general account                                           (2,838,042)        1,104,307
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                       (3,137,674)          958,026
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       462,569        (1,430,148)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 5,873,746     $   5,411,177
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              30


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust Research Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 46,965
     219,508 shares (cost $3,441,167)       $ 3,637,241         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           46,965
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 3,637,241         Administrative expense                                87
                                         ---------------
                                                                Mortality and expense risk                        26,874
                                                                                                        -----------------

                                                                                                                  26,961
                                                                                                        -----------------

                                                             Net investment income                                20,004

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (351,448)
                                                              Net unrealized appreciation on
                                                               investments                                     1,165,925
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 834,481
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 3,229,160       $ 5,759,688

 Net increase (decrease) in net assets resulting from operations                               834,481        (1,969,737)

Capital shares transactions
   Net premiums                                                                                298,016           458,733
   Transfers of policy loans                                                                   (87,145)          (51,498)
   Transfers of cost of insurance                                                             (219,459)         (266,838)
   Transfers of surrenders                                                                    (271,510)         (396,319)
   Transfers of death benefits                                                                 (14,291)          (10,802)
   Transfers of other terminations                                                             (25,215)          (33,726)
   Interfund and net transfers to general account                                             (106,796)         (260,341)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (426,400)         (560,791)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       408,081        (2,530,528)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 3,637,241     $   3,229,160
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              31


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust Total Return Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 3,319
     6,135 shares (cost $88,885)              $ 107,239         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                            3,319
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 107,239         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                           943
                                                                                                        -----------------

                                                                                                                     943
                                                                                                        -----------------

                                                             Net investment income                                 2,376

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                 (12,097)
                                                              Net unrealized appreciation on
                                                               investments                                        29,677
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 19,956
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 54,520           $ 5,959

 Net increase (decrease) in net assets resulting from operations                                19,956           (12,794)

Capital shares transactions
   Net premiums                                                                                 19,303            62,822
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                               (7,831)           (3,092)
   Transfers of surrenders                                                                      (2,522)           (2,483)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               23,813             4,108
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      32,763            61,355
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   52,719            48,561
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 107,239      $     54,520
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              32


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust Utilities Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 82,550
     109,252 shares (cost $2,087,375)       $ 2,504,063         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           82,550
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,504,063         Administrative expense                                92
                                         ---------------
                                                                Mortality and expense risk                        14,458
                                                                                                        -----------------

                                                                                                                  14,550
                                                                                                        -----------------

                                                             Net investment income                                68,000

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (457,094)
                                                              Net unrealized appreciation on
                                                               investments                                       932,076
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 542,982
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,194,358         $ 659,438

 Net increase (decrease) in net assets resulting from operations                               542,982          (621,907)

Capital shares transactions
   Net premiums                                                                                494,967           595,713
   Transfers of policy loans                                                                    (8,406)           (3,747)
   Transfers of cost of insurance                                                              (88,648)          (72,952)
   Transfers of surrenders                                                                     (29,390)          (76,250)
   Transfers of death benefits                                                                    (103)           (1,610)
   Transfers of other terminations                                                             (37,760)           (4,255)
   Interfund and net transfers to general account                                              436,063           719,928
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     766,723         1,156,827
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,309,705           534,920
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,504,063     $   1,194,358
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              33



Midland National Life Insurance Company
Separate Account A
Lord Abbett Series Fund, Inc. Growth and Income Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                 $ 84,657
     460,642 shares (cost $10,410,995)       $ 9,374,073         Capital gains distributions                            -
                                                                                                         -----------------

Liabilities                                            -                                                           84,657
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                   $ 9,374,073         Administrative expense                               207
                                         ----------------
                                                                 Mortality and expense risk                        69,300
                                                                                                         -----------------

                                                                                                                   69,507
                                                                                                         -----------------

                                                              Net investment income                                15,150

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (2,135,954)
                                                               Net unrealized appreciation on
                                                                investments                                     3,555,640
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 1,434,836
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                             $ 8,396,938      $ 14,240,492

 Net increase (decrease) in net assets resulting from operations                              1,434,836        (5,067,729)

Capital shares transactions
   Net premiums                                                                               1,062,868         1,653,451
   Transfers of policy loans                                                                     18,267          (164,858)
   Transfers of cost of insurance                                                              (587,884)         (741,981)
   Transfers of surrenders                                                                     (430,853)         (676,812)
   Transfers of death benefits                                                                   (5,932)          (31,949)
   Transfers of other terminations                                                              (72,930)          (57,281)
   Interfund and net transfers to general account                                              (441,237)         (756,395)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                     (457,701)         (775,825)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                        977,135        (5,843,554)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                   $ 9,374,073     $   8,396,938
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              34


Midland National Life Insurance Company
Separate Account A
Lord Abbett Series Fund, Inc. Mid-Cap Value Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                 $ 52,691
     911,835 shares (cost $12,417,486)      $ 12,081,813         Capital gains distributions                            -
                                                                                                         -----------------

Liabilities                                            -                                                           52,691
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 12,081,813         Administrative expense                               493
                                         ----------------
                                                                 Mortality and expense risk                        91,743
                                                                                                         -----------------

                                                                                                                   92,236
                                                                                                         -----------------

                                                              Net investment loss                                 (39,545)

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (5,339,225)
                                                               Net unrealized appreciation on
                                                                investments                                     7,859,684
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 2,480,914
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 10,682,778      $ 19,623,648

 Net increase (decrease) in net assets resulting from operations                              2,480,914        (7,491,049)

Capital shares transactions
   Net premiums                                                                               1,367,215         2,637,077
   Transfers of policy loans                                                                    (15,881)         (175,319)
   Transfers of cost of insurance                                                              (726,933)       (1,027,916)
   Transfers of surrenders                                                                     (567,341)         (999,836)
   Transfers of death benefits                                                                  (13,220)          (32,367)
   Transfers of other terminations                                                              (60,284)          (63,961)
   Interfund and net transfers to general account                                            (1,065,435)       (1,787,499)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                   (1,081,879)       (1,449,821)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      1,399,035        (8,940,870)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 12,081,813    $   10,682,778
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              35


Midland National Life Insurance Company
Separate Account A
Lord Abbett Series Fund, Inc. International Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 68,246
     715,420 shares (cost $5,711,213)       $ 5,208,258         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           68,246
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 5,208,258         Administrative expense                               256
                                         ---------------
                                                                Mortality and expense risk                        35,786
                                                                                                        -----------------

                                                                                                                  36,042
                                                                                                        -----------------

                                                             Net investment income                                32,204

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (1,869,656)
                                                              Net unrealized appreciation on
                                                               investments                                     3,397,376
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,559,924
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 3,617,364       $ 8,381,975

 Net increase (decrease) in net assets resulting from operations                             1,559,924        (4,167,251)

Capital shares transactions
   Net premiums                                                                                391,285           727,766
   Transfers of policy loans                                                                    (3,928)          (41,152)
   Transfers of cost of insurance                                                             (241,252)         (286,093)
   Transfers of surrenders                                                                    (152,553)         (193,014)
   Transfers of death benefits                                                                  (4,022)           (5,578)
   Transfers of other terminations                                                             (14,499)          (82,370)
   Interfund and net transfers to general account                                               55,939          (716,919)
                                                                                      ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                           30,970          (597,360)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,590,894        (4,764,611)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 5,208,258     $   3,617,364
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              36


Midland National Life Insurance Company
Separate Account A
Lord Abbett Series Fund, Inc. America Value Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 3,832
     10,192 shares (cost $124,128)            $ 122,203         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                            3,832
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 122,203         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                         1,050
                                                                                                        -----------------

                                                                                                                   1,050
                                                                                                        -----------------

                                                             Net investment income                                 2,782

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                  (3,917)
                                                              Net unrealized appreciation on
                                                               investments                                        24,258
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 23,123
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 74,280          $ 41,530

 Net increase (decrease) in net assets resulting from operations                                23,123           (21,337)

Capital shares transactions
   Net premiums                                                                                 19,936            24,724
   Transfers of policy loans                                                                        28              (408)
   Transfers of cost of insurance                                                               (6,251)           (3,470)
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               11,087            33,241
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      24,800            54,087
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   47,923            32,750
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 122,203      $     74,280
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              37


Midland National Life Insurance Company
Separate Account A
Alger American Fund LargeCap Growth Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 60,618
     282,568 shares (cost $9,739,958)      $ 10,963,637         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           60,618
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                 $ 10,963,637         Administrative expense                               434
                                         ---------------
                                                                Mortality and expense risk                        80,381
                                                                                                        -----------------

                                                                                                                  80,815
                                                                                                        -----------------

                                                             Net investment loss                                 (20,197)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (1,854,026)
                                                              Net unrealized appreciation on
                                                               investments                                     5,425,160
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 3,550,937
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 7,741,324      $ 14,673,255

 Net increase (decrease) in net assets resulting from operations                             3,550,937        (6,812,135)

Capital shares transactions
   Net premiums                                                                              1,450,905         2,624,585
   Transfers of policy loans                                                                   (20,734)         (129,219)
   Transfers of cost of insurance                                                             (678,030)         (725,016)
   Transfers of surrenders                                                                    (356,897)         (400,207)
   Transfers of death benefits                                                                 (14,960)          (27,255)
   Transfers of other terminations                                                             (52,318)          (48,542)
   Interfund and net transfers to general account                                             (656,590)       (1,414,142)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (328,624)         (119,796)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     3,222,313        (6,931,931)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                 $ 10,963,637     $   7,741,324
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              38


Midland National Life Insurance Company
Separate Account A
Alger American Fund MidCap Growth Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     606,722 shares (cost $6,152,976)       $ 6,479,792         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 6,479,792         Administrative expense                               194
                                         ---------------
                                                                Mortality and expense risk                        46,211
                                                                                                        -----------------

                                                                                                                  46,405
                                                                                                        -----------------

                                                             Net investment loss                                 (46,405)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (4,446,514)
                                                              Net unrealized appreciation on
                                                               investments                                     6,730,266
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 2,237,347
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,679,573      $ 11,389,000

 Net increase (decrease) in net assets resulting from operations                             2,237,347        (6,649,340)

Capital shares transactions
   Net premiums                                                                                520,161         1,297,084
   Transfers of policy loans                                                                      (414)         (102,770)
   Transfers of cost of insurance                                                             (297,993)         (477,236)
   Transfers of surrenders                                                                    (255,554)         (332,814)
   Transfers of death benefits                                                                  (5,358)          (11,730)
   Transfers of other terminations                                                             (34,367)          (48,032)
   Interfund and net transfers to general account                                             (363,603)         (384,589)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (437,128)          (60,087)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,800,219        (6,709,427)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 6,479,792     $   4,679,573
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              39


Midland National Life Insurance Company
Separate Account A
Alger American Fund Capital Appreciation Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     180,003 shares (cost $7,382,840)       $ 8,265,722         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 8,265,722         Administrative expense                               210
                                         ---------------
                                                                Mortality and expense risk                        59,585
                                                                                                        -----------------

                                                                                                                  59,795
                                                                                                        -----------------

                                                             Net investment loss                                 (59,795)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (526,498)
                                                              Net unrealized appreciation on
                                                               investments                                     3,434,056
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 2,847,763
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 5,996,510      $ 11,917,522

 Net increase (decrease) in net assets resulting from operations                             2,847,763        (5,289,845)

Capital shares transactions
   Net premiums                                                                                587,324         1,168,171
   Transfers of policy loans                                                                   (20,754)          (94,990)
   Transfers of cost of insurance                                                             (214,448)         (414,413)
   Transfers of surrenders                                                                    (349,482)         (631,801)
   Transfers of death benefits                                                                  (1,412)          (16,203)
   Transfers of other terminations                                                             (52,889)          (47,437)
   Interfund and net transfers to general account                                             (526,890)         (594,494)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (578,551)         (631,167)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     2,269,212        (5,921,012)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 8,265,722     $   5,996,510
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              40



Midland National Life Insurance Company
Separate Account A
Alger American Fund SmallCap Growth Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     232,003 shares (cost $5,924,565)       $ 5,934,640         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 5,934,640         Administrative expense                               175
                                         ---------------
                                                                Mortality and expense risk                        41,220
                                                                                                        -----------------

                                                                                                                  41,395
                                                                                                        -----------------

                                                             Net investment loss                                 (41,395)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (502,493)
                                                              Net unrealized appreciation on
                                                               investments                                     2,416,758
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,872,870
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,438,741       $ 9,606,349

 Net increase (decrease) in net assets resulting from operations                             1,872,870        (4,229,914)

Capital shares transactions
   Net premiums                                                                                445,246           723,436
   Transfers of policy loans                                                                   (37,153)          (47,917)
   Transfers of cost of insurance                                                             (271,653)         (350,257)
   Transfers of surrenders                                                                    (184,223)         (173,168)
   Transfers of death benefits                                                                 (16,169)          (12,288)
   Transfers of other terminations                                                             (19,827)          (48,508)
   Interfund and net transfers to general account                                             (293,192)       (1,028,992)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (376,971)         (937,694)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,495,899        (5,167,608)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 5,934,640     $   4,438,741
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              41


Midland National Life Insurance Company
Separate Account A
AIM Variable Insurance Funds Financial Services Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 16,818
     126,872 shares (cost $574,748)           $ 647,049         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           16,818
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 647,049         Administrative expense                                29
                                         ---------------
                                                                Mortality and expense risk                         4,346
                                                                                                        -----------------

                                                                                                                   4,375
                                                                                                        -----------------

                                                             Net investment income                                12,443

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (128,238)
                                                              Net unrealized appreciation on
                                                               investments                                       244,880
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 129,085
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 323,569       $ 1,352,748

 Net increase (decrease) in net assets resulting from operations                               129,085          (925,439)

Capital shares transactions
   Net premiums                                                                                258,313           235,640
   Transfers of policy loans                                                                      (801)            3,765
   Transfers of cost of insurance                                                              (60,552)          (71,861)
   Transfers of surrenders                                                                     (17,826)          (67,370)
   Transfers of death benefits                                                                  (2,221)             (485)
   Transfers of other terminations                                                              (3,945)           (4,251)
   Interfund and net transfers to general account                                               21,427          (199,178)
                                                                                      ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                          194,395          (103,740)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       323,480        (1,029,179)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 647,049      $    323,569
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              42


Midland National Life Insurance Company
Separate Account A
AIM Variable Insurance Funds Global Health Care Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 3,694
     73,375 shares (cost $926,801)          $ 1,164,469         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                            3,694
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 1,164,469         Administrative expense                                49
                                         ---------------
                                                                Mortality and expense risk                         9,049
                                                                                                        -----------------

                                                                                                                   9,098
                                                                                                        -----------------

                                                             Net investment loss                                  (5,404)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (541,714)
                                                              Net unrealized appreciation on
                                                               investments                                       789,890
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 242,772
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,125,638       $ 1,770,058

 Net increase (decrease) in net assets resulting from operations                               242,772          (483,991)

Capital shares transactions
   Net premiums                                                                                130,231           350,588
   Transfers of policy loans                                                                     2,140           (11,589)
   Transfers of cost of insurance                                                              (69,789)          (85,940)
   Transfers of surrenders                                                                     (51,289)         (154,627)
   Transfers of death benefits                                                                  (5,262)           (1,171)
   Transfers of other terminations                                                              (7,166)           (4,844)
   Interfund and net transfers to general account                                             (202,806)         (252,846)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (203,941)         (160,429)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                        38,831          (644,420)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 1,164,469     $   1,125,638
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              43


Midland National Life Insurance Company
Separate Account A
AIM Variable Insurance Funds International Growth Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 56,040
     165,172 shares (cost $3,830,349)       $ 4,296,126         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           56,040
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 4,296,126         Administrative expense                               192
                                         ---------------
                                                                Mortality and expense risk                        26,694
                                                                                                        -----------------

                                                                                                                  26,886
                                                                                                        -----------------

                                                             Net investment income                                29,154

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (772,916)
                                                              Net unrealized appreciation on
                                                               investments                                     1,741,761
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 997,999
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 2,711,172       $ 2,333,557

 Net increase (decrease) in net assets resulting from operations                               997,999        (1,555,878)

Capital shares transactions
   Net premiums                                                                                746,439         1,368,126
   Transfers of policy loans                                                                    (7,920)           (2,647)
   Transfers of cost of insurance                                                             (263,081)         (195,760)
   Transfers of surrenders                                                                     (44,438)          (28,502)
   Transfers of death benefits                                                                  (7,582)          (17,090)
   Transfers of other terminations                                                             (11,792)           (6,280)
   Interfund and net transfers to general account                                              175,329           815,646
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     586,955         1,933,493
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,584,954           377,615
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 4,296,126     $   2,711,172
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              44


Midland National Life Insurance Company
Separate Account A
Van Eck Worldwide Insurance Trust Worldwide Hard Assets Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 24,169
     471,965 shares (cost $12,389,140)     $ 13,809,699         Capital gains distributions                       47,928
                                                                                                        -----------------

Liabilities                                           -                                                           72,097
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                 $ 13,809,699         Administrative expense                               512
                                         ---------------
                                                                Mortality and expense risk                        88,056
                                                                                                        -----------------

                                                                                                                  88,568
                                                                                                        -----------------

                                                             Net investment loss                                 (16,471)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (2,219,352)
                                                              Net unrealized appreciation on
                                                               investments                                     6,788,424
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 4,552,601
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 7,541,921      $ 14,276,656

 Net increase (decrease) in net assets resulting from operations                             4,552,601        (6,864,358)

Capital shares transactions
   Net premiums                                                                              1,767,004         1,938,103
   Transfers of policy loans                                                                   (76,520)         (157,989)
   Transfers of cost of insurance                                                             (628,972)         (589,472)
   Transfers of surrenders                                                                    (242,834)         (663,752)
   Transfers of death benefits                                                                 (11,221)           (2,952)
   Transfers of other terminations                                                             (81,721)          (62,543)
   Interfund and net transfers to general account                                              989,441          (331,772)
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                   1,715,177           129,623
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     6,267,778        (6,734,735)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                 $ 13,809,699     $   7,541,921
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              45


Midland National Life Insurance Company
Separate Account A
Van Eck Worldwide Insurance Trust Worldwide Real Estate Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     0 shares (cost $0)                             $ -         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                          $ -         Administrative expense                                24
                                         ---------------
                                                                Mortality and expense risk                         7,513
                                                                                                        -----------------

                                                                                                                   7,537
                                                                                                        -----------------

                                                             Net investment loss                                  (7,537)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (696,393)
                                                              Net unrealized appreciation on
                                                               investments                                       948,423
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 244,493
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 883,177       $ 2,013,027

 Net increase (decrease) in net assets resulting from operations                               244,493        (1,125,291)

Capital shares transactions
   Net premiums                                                                                351,761           454,473
   Transfers of policy loans                                                                     5,306           (19,409)
   Transfers of cost of insurance                                                              (83,052)         (117,542)
   Transfers of surrenders                                                                     (30,777)          (53,956)
   Transfers of death benefits                                                                  (2,077)                -
   Transfers of other terminations                                                             (27,194)          (24,807)
   Interfund and net transfers to general account                                           (1,341,637)         (243,318)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                  (1,127,670)           (4,559)
                                                                                      ----------------- -----------------

 Total decrease in net assets                                                                 (883,177)       (1,129,850)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                          $ -      $    883,177
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              46


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust Total Return Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                              $ 1,215,072
     2,575,112 shares (cost $27,510,845)   $ 27,862,716         Capital gains distributions                      772,134
                                                                                                        -----------------

Liabilities                                           -                                                        1,987,206
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                 $ 27,862,716         Administrative expense                             1,519
                                         ---------------
                                                                Mortality and expense risk                       201,154
                                                                                                        -----------------

                                                                                                                 202,673
                                                                                                        -----------------

                                                             Net investment income                             1,784,533

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                  267,506
                                                              Net unrealized appreciation on
                                                               investments                                       608,913
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 2,660,952
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                           $ 22,479,921      $ 14,304,515

 Net increase in net assets resulting from operations                                        2,660,952           679,014

Capital shares transactions
   Net premiums                                                                              3,307,555         5,250,828
   Transfers of policy loans                                                                  (119,013)         (329,693)
   Transfers of cost of insurance                                                           (1,458,207)       (1,187,040)
   Transfers of surrenders                                                                  (1,329,635)         (879,136)
   Transfers of death benefits                                                                 (53,815)          (53,137)
   Transfers of other terminations                                                            (172,709)         (200,810)
   Interfund and net transfers to general account                                            2,547,667         4,895,380
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                   2,721,843         7,496,392
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                5,382,795         8,175,406
                                                                                      ----------------- -----------------

Net assets at end of year                                                                 $ 27,862,716    $   22,479,921
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              47


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust Low Duration Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 68,960
     207,952 shares (cost $2,109,913)       $ 2,102,392         Capital gains distributions                       94,214
                                                                                                        -----------------

Liabilities                                           -                                                          163,174
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,102,392         Administrative expense                                17
                                         ---------------
                                                                Mortality and expense risk                        11,805
                                                                                                        -----------------

                                                                                                                  11,822
                                                                                                        -----------------

                                                             Net investment income                               151,352

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                      201
                                                              Net unrealized appreciation on
                                                               investments                                        83,213
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 234,766
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,838,160       $ 1,774,207

 Net increase (decrease) in net assets resulting from operations                               234,766           (21,278)

Capital shares transactions
   Net premiums                                                                                161,945           236,149
   Transfers of policy loans                                                                    (5,371)          (10,677)
   Transfers of cost of insurance                                                              (80,363)          (79,788)
   Transfers of surrenders                                                                      (5,568)           (2,904)
   Transfers of death benefits                                                                  (4,480)                -
   Transfers of other terminations                                                              (1,942)          (14,497)
   Interfund and net transfers to general account                                              (34,755)          (43,052)
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      29,466            85,231
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  264,232            63,953
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,102,392     $   1,838,160
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              48


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust High Yield Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                $ 234,204
     328,106 shares (cost $2,293,377)       $ 2,388,610         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                          234,204
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,388,610         Administrative expense                                34
                                         ---------------
                                                                Mortality and expense risk                        23,056
                                                                                                        -----------------

                                                                                                                  23,090
                                                                                                        -----------------

                                                             Net investment income                               211,114

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                   65,038
                                                              Net unrealized appreciation on
                                                               investments                                       595,906
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 872,058
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,292,791       $ 1,829,459

 Net increase (decrease) in net assets resulting from operations                               872,058          (433,368)

Capital shares transactions
   Net premiums                                                                                187,719           198,585
   Transfers of policy loans                                                                   (28,104)          (11,167)
   Transfers of cost of insurance                                                             (161,980)          (77,631)
   Transfers of surrenders                                                                    (111,223)          (18,740)
   Transfers of death benefits                                                                  (3,391)                -
   Transfers of other terminations                                                             (36,833)          (56,018)
   Interfund and net transfers to general account                                              377,573          (138,329)
                                                                                      ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                          223,761          (103,300)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,095,819          (536,668)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,388,610     $   1,292,791
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              49


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust Real Return Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                $ 154,530
     451,137 shares (cost $5,596,613)       $ 5,612,147         Capital gains distributions                      210,539
                                                                                                        -----------------

Liabilities                                           -                                                          365,069
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 5,612,147         Administrative expense                               131
                                         ---------------
                                                                Mortality and expense risk                        37,064
                                                                                                        -----------------

                                                                                                                  37,195
                                                                                                        -----------------

                                                             Net investment income                               327,874

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                 (90,166)
                                                              Net unrealized appreciation on
                                                               investments                                       572,576
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 810,284
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,495,899       $ 4,087,737

 Net increase (decrease) in net assets resulting from operations                               810,284          (450,287)

Capital shares transactions
   Net premiums                                                                                647,680           702,932
   Transfers of policy loans                                                                    15,728           (20,766)
   Transfers of cost of insurance                                                             (250,813)         (248,454)
   Transfers of surrenders                                                                     (38,406)          (86,647)
   Transfers of death benefits                                                                 (22,477)          (18,418)
   Transfers of other terminations                                                             (15,644)          (37,818)
   Interfund and net transfers to general account                                              (30,104)          567,620
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     305,964           858,449
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,116,248           408,162
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 5,612,147     $   4,495,899
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              50


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust Stocks Plus Growth and Income
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     0 shares (cost $0)                             $ -         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                          $ -         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                             5
                                                                                                        -----------------

                                                                                                                       5
                                                                                                        -----------------

                                                             Net investment loss                                      (5)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                    (259)
                                                              Net unrealized depreciation on
                                                               investments                                           (44)
                                                                                                        -----------------

                                                             Net decrease in net assets resulting from
                                                             operations                                           $ (308)
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                $ 1,626               $ -

 Net (decrease) increase in net assets resulting from operations                                  (308)               42

Capital shares transactions
   Net premiums                                                                                      -             1,584
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                                    -                 -
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               (1,318)                -
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                           (1,318)            1,584
                                                                                      ----------------- -----------------

 Total (decrease) increase in net assets                                                        (1,626)            1,626
                                                                                      ----------------- -----------------

Net assets at end of year                                                                          $ -      $      1,626
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              51


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust Small Cap Stock Plus Total Return
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 1,098
     0 shares (cost $0)                             $ -         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                            1,098
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                          $ -         Administrative expense                                 2
                                         ---------------
                                                                Mortality and expense risk                           209
                                                                                                        -----------------

                                                                                                                     211
                                                                                                        -----------------

                                                             Net investment income                                   887

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                      333
                                                              Net unrealized appreciation on
                                                               investments                                           612
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 1,832
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 11,320               $ -

 Net increase in net assets resulting from operations                                            1,832                 5

Capital shares transactions
   Net premiums                                                                                (11,356)           11,550
   Transfers of policy loans                                                                      (209)                -
   Transfers of cost of insurance                                                               (1,510)             (235)
   Transfers of surrenders                                                                        (606)                -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                (477)                -
   Interfund and net transfers to general account                                                1,006                 -
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                          (13,152)           11,315
                                                                                      ----------------- -----------------

 Total (decrease) increase in net assets                                                       (11,320)           11,320
                                                                                      ----------------- -----------------

Net assets at end of year                                                                          $ -      $     11,320
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              52


Midland National Life Insurance Company
Separate Account A
Goldman Sachs Variable Insurance Trust Structured Small Cap Equity Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 26,269
     289,854 shares (cost $2,237,098)       $ 2,556,517         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           26,269
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,556,517         Administrative expense                                73
                                         ---------------
                                                                Mortality and expense risk                        17,500
                                                                                                        -----------------

                                                                                                                  17,573
                                                                                                        -----------------

                                                             Net investment income                                 8,696

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (634,087)
                                                              Net unrealized appreciation on
                                                               investments                                     1,164,177
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 538,786
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,825,680       $ 2,537,465

 Net increase (decrease) in net assets resulting from operations                               538,786          (929,603)

Capital shares transactions
   Net premiums                                                                                308,267           853,617
   Transfers of policy loans                                                                    (6,113)          (20,040)
   Transfers of cost of insurance                                                             (157,194)         (172,427)
   Transfers of surrenders                                                                     (35,277)          (52,684)
   Transfers of death benefits                                                                    (502)          (12,315)
   Transfers of other terminations                                                              (9,917)           (8,494)
   Interfund and net transfers to general account                                               92,787          (369,839)
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     192,051           217,818
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       730,837          (711,785)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,556,517     $   1,825,680
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              53


Midland National Life Insurance Company
Separate Account A
Goldman Sachs Variable Insurance Trust Growth & Income Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 66,192
     449,321 shares (cost $3,938,210)       $ 4,169,697         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           66,192
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 4,169,697         Administrative expense                               194
                                         ---------------
                                                                Mortality and expense risk                        26,566
                                                                                                        -----------------

                                                                                                                  26,760
                                                                                                        -----------------

                                                             Net investment income                                39,432

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (735,192)
                                                              Net unrealized appreciation on
                                                               investments                                     1,313,002
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 617,242
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 2,757,610       $ 1,777,607

 Net increase (decrease) in net assets resulting from operations                               617,242        (1,154,419)

Capital shares transactions
   Net premiums                                                                                809,272         1,312,466
   Transfers of policy loans                                                                   (19,351)           (3,589)
   Transfers of cost of insurance                                                             (270,925)         (166,083)
   Transfers of surrenders                                                                     (54,837)          (24,415)
   Transfers of death benefits                                                                 (11,311)          (17,281)
   Transfers of other terminations                                                             (13,029)           (5,840)
   Interfund and net transfers to general account                                              355,026         1,039,164
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     794,845         2,134,422
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,412,087           980,003
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 4,169,697     $   2,757,610
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              54


Midland National Life Insurance Company
Separate Account A
Neuberger Berman Advisors Management Trust Regency Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 1,084
     7,528 shares (cost $92,017)               $ 92,288         Capital gains distributions                        1,284
                                                                                                        -----------------

Liabilities                                           -                                                            2,368
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 92,288         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                         1,118
                                                                                                        -----------------

                                                                                                                   1,118
                                                                                                        -----------------

                                                             Net investment income                                 1,250

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (202,645)
                                                              Net unrealized appreciation on
                                                               investments                                       223,726
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 22,331
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 258,257         $ 531,953

 Net increase (decrease) in net assets resulting from operations                                22,331          (228,661)

Capital shares transactions
   Net premiums                                                                                 21,325            33,144
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                               (7,917)          (13,089)
   Transfers of surrenders                                                                      (3,516)           (2,597)
   Transfers of death benefits                                                                  (1,822)                -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                             (196,370)          (62,493)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (188,300)          (45,035)
                                                                                      ----------------- -----------------

 Total decrease in net assets                                                                 (165,969)         (273,696)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 92,288      $    258,257
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              55


Midland National Life Insurance Company
Separate Account A
Premier VIT NACM Small Cap Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                    $ 196
     20,299 shares (cost $314,773)            $ 314,436         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                              196
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 314,436         Administrative expense                                21
                                         ---------------
                                                                Mortality and expense risk                         3,280
                                                                                                        -----------------

                                                                                                                   3,301
                                                                                                        -----------------

                                                             Net investment loss                                  (3,105)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (143,780)
                                                              Net unrealized appreciation on
                                                               investments                                       200,329
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 53,444
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 332,420         $ 385,849

 Net increase (decrease) in net assets resulting from operations                                53,444          (210,026)

Capital shares transactions
   Net premiums                                                                                 79,979           189,207
   Transfers of policy loans                                                                     1,442              (102)
   Transfers of cost of insurance                                                              (14,091)          (23,241)
   Transfers of surrenders                                                                      (2,735)          (19,726)
   Transfers of death benefits                                                                  (3,639)                -
   Transfers of other terminations                                                                (793)             (213)
   Interfund and net transfers to general account                                             (131,591)           10,672
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                          (71,428)          156,597
                                                                                      ----------------- -----------------

 Total decrease in net assets                                                                  (17,984)          (53,429)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 314,436      $    332,420
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              56


Midland National Life Insurance Company
Separate Account A
ProFunds VP Japan
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                    $ 411
     3,884 shares (cost $48,058)               $ 52,902         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                              411
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 52,902         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                           500
                                                                                                        -----------------

                                                                                                                     500
                                                                                                        -----------------

                                                             Net investment loss                                     (89)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    1,681
                                                              Net unrealized appreciation on
                                                               investments                                         2,045
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 3,637
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 61,897          $ 70,629

 Net increase (decrease) in net assets resulting from operations                                 3,637           (39,323)

Capital shares transactions
   Net premiums                                                                                  7,578            24,950
   Transfers of policy loans                                                                         -             4,081
   Transfers of cost of insurance                                                               (6,041)           (6,730)
   Transfers of surrenders                                                                      (1,305)             (136)
   Transfers of death benefits                                                                     (77)                -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                              (12,787)            8,426
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                          (12,632)           30,591
                                                                                      ----------------- -----------------

 Total decrease in net assets                                                                   (8,995)           (8,732)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 52,902      $     61,897
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              57


Midland National Life Insurance Company
Separate Account A
ProFunds VP Oil & Gas
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     38,649 shares (cost $1,474,663)        $ 1,532,031         Capital gains distributions                      150,438
                                                                                                        -----------------

Liabilities                                           -                                                          150,438
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 1,532,031         Administrative expense                                95
                                         ---------------
                                                                Mortality and expense risk                        10,462
                                                                                                        -----------------

                                                                                                                  10,557
                                                                                                        -----------------

                                                             Net investment income                               139,881

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (495,990)
                                                              Net unrealized appreciation on
                                                               investments                                       527,590
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 171,481
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 943,914         $ 357,927

 Net increase (decrease) in net assets resulting from operations                               171,481          (568,086)

Capital shares transactions
   Net premiums                                                                                246,319           584,131
   Transfers of policy loans                                                                   (22,411)           (8,093)
   Transfers of cost of insurance                                                              (90,267)          (58,563)
   Transfers of surrenders                                                                     (13,416)          (61,440)
   Transfers of death benefits                                                                     (93)                -
   Transfers of other terminations                                                             (20,665)             (602)
   Interfund and net transfers to general account                                              317,169           698,640
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     416,636         1,154,073
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  588,117           585,987
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 1,532,031      $    943,914
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              58


Midland National Life Insurance Company
Separate Account A
ProFunds VP Small-Cap
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                    $ 457
     9,901 shares (cost $191,530)             $ 221,592         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                              457
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 221,592         Administrative expense                                42
                                         ---------------
                                                                Mortality and expense risk                         1,672
                                                                                                        -----------------

                                                                                                                   1,714
                                                                                                        -----------------

                                                             Net investment loss                                  (1,257)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    8,107
                                                              Net unrealized appreciation on
                                                               investments                                        56,354
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 63,204
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 158,936          $ 53,582

 Net increase (decrease) in net assets resulting from operations                                63,204           (32,725)

Capital shares transactions
   Net premiums                                                                                100,616            26,384
   Transfers of policy loans                                                                       668                 -
   Transfers of cost of insurance                                                              (21,706)           (6,185)
   Transfers of surrenders                                                                     (12,657)             (356)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                              (1,278)                -
   Interfund and net transfers to general account                                              (66,191)          118,236
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                             (548)          138,079
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   62,656           105,354
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 221,592      $    158,936
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              59


Midland National Life Insurance Company
Separate Account A
ProFunds VP Ultra Mid-Cap
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                     $ 67
     9,381 shares (cost $143,245)             $ 172,244         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                               67
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 172,244         Administrative expense                                15
                                         ---------------
                                                                Mortality and expense risk                           986
                                                                                                        -----------------

                                                                                                                   1,001
                                                                                                        -----------------

                                                             Net investment loss                                    (934)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                   29,343
                                                              Net unrealized appreciation on
                                                               investments                                        38,667
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 67,076
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 71,736         $ 125,780

 Net increase (decrease) in net assets resulting from operations                                67,076          (111,304)

Capital shares transactions
   Net premiums                                                                                 19,472            18,855
   Transfers of policy loans                                                                      (616)            3,988
   Transfers of cost of insurance                                                              (10,794)          (10,471)
   Transfers of surrenders                                                                      (4,890)           (2,155)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                (984)              (85)
   Interfund and net transfers to general account                                               31,244            47,128
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      33,432            57,260
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       100,508           (54,044)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 172,244      $     71,736
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              60


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Balanced
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 12,783
     23,562 shares (cost $367,857)            $ 408,802         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           12,783
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 408,802         Administrative expense                                 1
                                         ---------------
                                                                Mortality and expense risk                         1,860
                                                                                                        -----------------

                                                                                                                   1,861
                                                                                                        -----------------

                                                             Net investment income                                10,922

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                  (8,199)
                                                              Net unrealized appreciation on
                                                               investments                                        71,304
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 74,027
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 217,908               $ -

 Net increase (decrease) in net assets resulting from operations                                74,027           (33,788)

Capital shares transactions
   Net premiums                                                                                 49,853            57,025
   Transfers of policy loans                                                                       712                48
   Transfers of cost of insurance                                                              (19,519)           (5,246)
   Transfers of surrenders                                                                     (10,328)                -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                              (7,547)                -
   Interfund and net transfers to general account                                              103,696           199,869
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     116,867           251,696
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  190,894           217,908
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 408,802      $    217,908
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              61


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Total Bond Market Index
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 18,228
     12,395 shares (cost $143,744)            $ 145,893         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           18,228
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 145,893         Administrative expense                                47
                                         ---------------
                                                                Mortality and expense risk                         1,936
                                                                                                        -----------------

                                                                                                                   1,983
                                                                                                        -----------------

                                                             Net investment income                                16,245

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    1,104
                                                              Net unrealized depreciation on
                                                               investments                                       (10,334)
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 7,015
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 402,638               $ -

 Net increase in net assets resulting from operations                                            7,015            11,901

Capital shares transactions
   Net premiums                                                                                211,611            14,639
   Transfers of policy loans                                                                     1,245                60
   Transfers of cost of insurance                                                              (26,597)           (4,730)
   Transfers of surrenders                                                                      (4,166)                -
   Transfers of death benefits                                                                    (108)                -
   Transfers of other terminations                                                              (1,002)                -
   Interfund and net transfers to general account                                             (444,743)          380,768
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                         (263,760)          390,737
                                                                                      ----------------- -----------------

 Total (decrease) increase in net assets                                                      (256,745)          402,638
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 145,893      $    402,638
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              62


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds High Yield Bond
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 8,921
     31,360 shares (cost $208,398)            $ 233,944         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                            8,921
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 233,944         Administrative expense                                22
                                         ---------------
                                                                Mortality and expense risk                           927
                                                                                                        -----------------

                                                                                                                     949
                                                                                                        -----------------

                                                             Net investment income                                 7,972

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    5,049
                                                              Net unrealized appreciation on
                                                               investments                                        25,375
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 38,396
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 10,268               $ -

 Net increase in net assets resulting from operations                                           38,396                96

Capital shares transactions
   Net premiums                                                                                 27,862             1,032
   Transfers of policy loans                                                                      (137)                -
   Transfers of cost of insurance                                                              (17,862)             (147)
   Transfers of surrenders                                                                      (5,132)              (12)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                 (42)                -
   Interfund and net transfers to general account                                              180,591             9,299
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     185,280            10,172
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  223,676            10,268
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 233,944      $     10,268
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              63


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds International
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 70,039
     207,938 shares (cost $2,616,756)       $ 3,339,477         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           70,039
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 3,339,477         Administrative expense                               154
                                         ---------------
                                                                Mortality and expense risk                        17,565
                                                                                                        -----------------

                                                                                                                  17,719
                                                                                                        -----------------

                                                             Net investment income                                52,320

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (199,323)
                                                              Net unrealized appreciation on
                                                               investments                                       992,944
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 845,941
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,252,399               $ -

 Net increase (decrease) in net assets resulting from operations                               845,941          (405,644)

Capital shares transactions
   Net premiums                                                                                748,739           544,598
   Transfers of policy loans                                                                   (25,830)            7,022
   Transfers of cost of insurance                                                             (179,585)          (33,326)
   Transfers of surrenders                                                                     (43,535)          (10,219)
   Transfers of death benefits                                                                 (11,728)                -
   Transfers of other terminations                                                             (47,566)           (1,281)
   Interfund and net transfers to general account                                              800,642         1,151,249
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                   1,241,137         1,658,043
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                2,087,078         1,252,399
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 3,339,477     $   1,252,399
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              64


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Mid-Cap Index
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 19,264
     160,876 shares (cost $1,510,966)       $ 1,933,730         Capital gains distributions                       48,159
                                                                                                        -----------------

Liabilities                                           -                                                           67,423
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 1,933,730         Administrative expense                                75
                                         ---------------
                                                                Mortality and expense risk                         9,931
                                                                                                        -----------------

                                                                                                                  10,006
                                                                                                        -----------------

                                                             Net investment income                                57,417

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (173,625)
                                                              Net unrealized appreciation on
                                                               investments                                       624,499
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 508,291
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 786,714               $ -

 Net increase (decrease) in net assets resulting from operations                               508,291          (288,477)

Capital shares transactions
   Net premiums                                                                                405,844           342,684
   Transfers of policy loans                                                                      (969)            4,996
   Transfers of cost of insurance                                                             (112,903)          (23,388)
   Transfers of surrenders                                                                     (25,045)           (8,493)
   Transfers of death benefits                                                                  (8,365)                -
   Transfers of other terminations                                                              (4,329)             (822)
   Interfund and net transfers to general account                                              384,492           760,214
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     638,725         1,075,191
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,147,016           786,714
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 1,933,730      $    786,714
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              65


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds REIT Index
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 7,264
     50,160 shares (cost $286,634)            $ 416,328         Capital gains distributions                        9,699
                                                                                                        -----------------

Liabilities                                           -                                                           16,963
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 416,328         Administrative expense                                 1
                                         ---------------
                                                                Mortality and expense risk                         1,867
                                                                                                        -----------------

                                                                                                                   1,868
                                                                                                        -----------------

                                                             Net investment income                                15,095

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                 (67,869)
                                                              Net unrealized appreciation on
                                                               investments                                       166,185
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 113,411
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 115,341               $ -

 Net increase (decrease) in net assets resulting from operations                               113,411           (56,369)

Capital shares transactions
   Net premiums                                                                                101,937            53,841
   Transfers of policy loans                                                                    (6,083)             (750)
   Transfers of cost of insurance                                                              (23,092)           (5,458)
   Transfers of surrenders                                                                      (4,993)           (1,218)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                (521)                -
   Interfund and net transfers to general account                                              120,328           125,295
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     187,576           171,710
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  300,987           115,341
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 416,328      $    115,341
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              66


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Small Company Growth
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 14,117
     161,671 shares (cost $1,772,665)       $ 2,176,091         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           14,117
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,176,091         Administrative expense                                74
                                         ---------------
                                                                Mortality and expense risk                        11,687
                                                                                                        -----------------

                                                                                                                  11,761
                                                                                                        -----------------

                                                             Net investment income                                 2,356

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (115,548)
                                                              Net unrealized appreciation on
                                                               investments                                       661,542
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 548,350
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 946,871               $ -

 Net increase (decrease) in net assets resulting from operations                               548,350          (319,856)

Capital shares transactions
   Net premiums                                                                                439,502           319,792
   Transfers of policy loans                                                                      (852)            5,289
   Transfers of cost of insurance                                                             (125,348)          (28,270)
   Transfers of surrenders                                                                     (21,294)           (6,385)
   Transfers of death benefits                                                                  (8,010)                -
   Transfers of other terminations                                                              (5,478)             (463)
   Interfund and net transfers to general account                                              402,350           976,764
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     680,870         1,266,727
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,229,220           946,871
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,176,091      $    946,871
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              67


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Short Term Investment Grade
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 12,263
     62,409 shares (cost $629,358)            $ 670,277         Capital gains distributions                        1,488
                                                                                                        -----------------

Liabilities                                           -                                                           13,751
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 670,277         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                         3,775
                                                                                                        -----------------

                                                                                                                   3,775
                                                                                                        -----------------

                                                             Net investment income                                 9,976

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    8,787
                                                              Net unrealized appreciation on
                                                               investments                                        40,872
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 59,635
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                $ 9,432               $ -

 Net increase in net assets resulting from operations                                           59,635                30

Capital shares transactions
   Net premiums                                                                                 56,636               819
   Transfers of policy loans                                                                    (6,391)                -
   Transfers of cost of insurance                                                              (31,436)             (135)
   Transfers of surrenders                                                                     (35,858)                -
   Transfers of death benefits                                                                    (102)                -
   Transfers of other terminations                                                                (391)                -
   Interfund and net transfers to general account                                              618,752             8,718
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     601,210             9,402
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  660,845             9,432
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 670,277      $      9,432
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              68


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Total Stock Market Index
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 8,786
     18,977 shares (cost $330,857)            $ 412,374         Capital gains distributions                       17,642
                                                                                                        -----------------

Liabilities                                           -                                                           26,428
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 412,374         Administrative expense                               156
                                         ---------------
                                                                Mortality and expense risk                         3,006
                                                                                                        -----------------

                                                                                                                   3,162
                                                                                                        -----------------

                                                             Net investment income                                23,266

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                  (2,829)
                                                              Net unrealized appreciation on
                                                               investments                                        78,831
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 99,268
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 78,662               $ -

 Net increase (decrease) in net assets resulting from operations                                99,268            (5,201)

Capital shares transactions
   Net premiums                                                                                 43,610            13,138
   Transfers of policy loans                                                                    (4,002)                -
   Transfers of cost of insurance                                                              (38,713)             (913)
   Transfers of surrenders                                                                      (6,534)           (2,262)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                (482)                -
   Interfund and net transfers to general account                                              240,565            73,900
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     234,444            83,863
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  333,712            78,662
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 412,374      $     78,662
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              69


Midland National Life Insurance Company
Separate Account A
Notes to Financial Statements
------------------------------------------------------------------------------------------------------------------------



1.      Organization and Significant Accounting Policies


        Organization
        Midland National Life Separate Account A ("Separate Account"), a unit
        investment trust pursuant to the provisions of the Investment Company
        Act of 1940 as amended, is a segregated investment account of Midland
        National Life Insurance Company (the "Company") in accordance with the
        provisions of the Iowa Insurance laws. The assets and liabilities of the
        Separate Account are clearly identified and distinguished from the other
        assets and liabilities of the Company. The Separate Account is used to
        fund variable universal life insurance policies of the Company. The
        Separate Account consists of twelve insurance products, each with
        different characteristics. The dates in which products were introduced
        result in different product groups. Sammons Securities Corporation, an
        affiliate, serves as the underwriter of the variable products.


        Investments
        The Separate Account invests in specified portfolios of Fidelity
        Variable Insurance Products Fund I ("VIPF"), Fidelity Variable Insurance
        Products Fund II, Fidelity Variable Insurance Products Fund III,
        American Century Variable Portfolios, Inc., MFS Variable Insurance
        Trust, Lord Abbett Series Fund, Inc., Alger American Fund, AIM Variable
        Insurance Funds, Van Eck Worldwide Insurance Trust ("Van Eck"), PIMCO
        Variable Insurance Trust ("PIMCO"), Goldman Sachs Variable Insurance
        Trust, Neuberger Berman Advisors Management Trust, Premier VIT, ProFunds
        VP and Vanguard Variable Insurance Funds ("Vanguard"), (collectively
        "the Funds"), each diversified open-end management companies registered
        under the Investment Company Act of 1940, as directed by participants.


        The VIPF Freedom Income, VIPF Freedom 2010, VIPF Freedom 2015, VIPF
        Freedom 2020, VIPF Freedom 2025, VIPF Freedom 2030, PIMCO Overseas,
        PIMCO Small Cap Stocks plus Total Return, Vanguard Balanced, Vanguard
        Total Bond Market Index, Vanguard High Yield Bond, Vanguard
        International, Vanguard Mid-Cap Index, Vanguard REIT Index, Vanguard
        Small Company Growth, Vanguard Short Term Investment Grade, and Vanguard
        Total Stock Market Index were introduced effective May 1, 2008. All
        other portfolios have been in existence for more than two years.


        Effective July 17, 2009, the PIMCO Stocks Plus Growth and Income Fund
        was liquidated. The plan of liquidation and dissolution was approved by
        the Board of Trustees of the PIMCO Variable Insurance Trust. All
        policyowners were given the opportunity to transfer any values in this
        fund to any other option(s) of their choice without incurring a transfer
        charge.


        Effective November 20, 2009, the PIMCO Small Cap Stocks Plus Total
        Return Fund was liquidated. The plan of liquidation and dissolution was
        approved by the Board of Trustees of the PIMCO Variable Insurance Trust.
        All policyowners were given the opportunity to transfer any values in
        this fund to any other option(s) of their choice without incurring a
        transfer charge.


        Effective December 8, 2009, the Van Eck Worldwide Real Estate Fund was
        liquidated. The plan of liquidation and dissolution was approved by the
        Board of Trustees of Van Eck Worldwide Insurance Trust. All policyowners
        were given the opportunity to transfer any values in this fund to any
        other option(s) of their choice without incurring a transfer charge.


        Investments in shares of the Funds are valued at the net asset values
        (fair values) of the respective portfolios of the Funds corresponding to
        the investment portfolios of the Separate Account. Investment
        transactions are recorded on the trade date (the date the order to buy
        or sell is executed). Dividends are automatically reinvested in shares
        of the Funds.


        Beginning in the year ended December 31, 2008, the Company adopted the
        authoritative guidance for fair value measurements and the fair value
        option for financial assets and financial liabilities as issued by the
        Financial Accounting Standards Board (FASB). The FASB guidance on fair
        value measurements defines fair value, establishes a framework for
        measuring fair value and expands the required disclosures about fair
        value measurements. Per the guidance, fair value is based on an exit
        price, which is the price that would be received to sell an asset or
        paid to transfer a liability in an orderly transaction between market
        participants at the measurement date. The fair value guidance also
        establishes a hierarchal disclosure framework which prioritizes and
        ranks the level of market price observability used in measuring
        financial instruments at fair value. Market price observability is
        affected by a number of factors, including the type of instrument and
        the characteristics specific to the instrument. Financial instruments
        with readily available active quoted prices or for which fair value can
        be measured from actively quoted prices generally will have a higher
        degree of market price observability and a lesser degree of judgment
        used in measuring fair value.


        The Company determines the fair value of its investments, in the absence
        of observable market prices, using the valuation methodologies described
        below applied on a consistent basis. For some investments, market
        activity may be minimal or nonexistent and management's determination of
        fair value is then based on the best information available in the
        circumstances and may incorporate management's own assumptions, which
        involves a significant degree of judgment.


        Financial instruments measured and reported at fair value are classified
        and disclosed in one of the following categories.


        Level 1 - Quoted prices are available in active markets for identical
        financial instruments as of the reporting date. The types of financial
        instruments included in Level 1 are mutual funds. As required by the
        fair value measurements guidance, the Company does not adjust the quoted
        price for these financial instruments, even in situations where it holds
        a large position and a sale could reasonably impact the quoted price.


        Level 2 - Fair values are based on quoted prices for similar assets or
        liabilities in active and inactive markets. Inactive markets involve few
        transactions for similar assets or liabilities and the prices are not
        current or price quotations vary substantially over time or among market
        makers, which would include some broker quotes. Level 2 inputs also
        include corroborated market data such as interest rate spreads, yield
        curves, volatilities, prepayment speeds, credit risks and default rates.
        The Company does not hold any Level 2 securities in the Separate
        Account.


        Level 3 - Pricing inputs are unobservable for the financial instrument
        and include situations where there is little, if any, market activity
        for the financial instrument. These inputs may reflect the Company's
        estimates of the assumptions that market participants would use in
        valuing the financial instruments. The Company does not hold any Level 3
        securities in the Separate Account


        In certain cases, the inputs used to measure fair value may fall into
        different levels of the fair value hierarchy. In such cases, a financial
        instrument's level within the fair value hierarchy is based on the
        lowest level of input that is significant to the fair value measurement.
        The assessment of the significance of a particular input to the fair
        value measurement in its entirety requires judgment and considers
        factors specific to the financial instrument


                                                   December 31, 2009
                         ----------------------------------------------------------------------
                          Quoted prices      Significant
                            in active           other          Significant
                           markets for       observable       unobservable
                         identical assets      inputs            inputs
                            (Level 1)         (Level 2)         (Level 3)           Total
Assets
Separate account assets    $ 437,182,035                 -                 -     $ 437,182,035
                         ----------------  ----------------  ----------------  ----------------


        The first-in, first-out ("FIFO") method is used to determine realized
        gains and losses on investments. Dividend and capital gain distributions
        are recorded as income on the ex-dividend date.


        Federal Income Taxes
        The operations of the Separate Account are included in the federal
        income tax return of the Company. Under the provisions of the policies,
        the Company has the right to charge the Separate Account for federal
        income tax attributable to the Separate Account. No charge is currently
        being made against the Separate Account for such tax since, under
        current law, the Company pays no tax on investment income and capital
        gains reflected in variable life policy reserves. However, the Company
        retains the right to charge for any federal income tax incurred which is
        attributable to the Separate Account if the law is changed. Charges for
        state and local taxes, if any, attributable to the Separate Account may
        also be made.


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


        Subsequent Events
        Effective April 16, 2010, the Premier VIT NACM Small Cap Fund was
        liquidated. The plan of liquidation and dissolution was approved by the
        Board of Trustees of Premier VIT. All policy owners were given the
        opportunity to transfer any values in this fund to any other option(s)
        of their choice without incurring a transfer charge. Transfer or premium
        payments not redirected by March 11, 2010 were transferred to the
        Fidelity VIPF Money Market Portfolio.


2.      Expenses and Related Party Transactions


        The Company is compensated for certain expenses as described below. The
        rates of each applicable charge are described in the Separate Account's
        prospectus.


        o       A contract administration fee is charged to cover the Company's
                record keeping and other administrative expenses incurred to
                operate the Separate Account. This fee is allocated to the
                individual portfolios of the Funds based on the net asset value
                of the portfolios in proportion to the total net asset value of
                the Separate Account.


        o       A mortality and expense risk fee is charged in return for the
                Company's assumption of risks associated with adverse mortality
                experience or excess administrative expenses in connection with
                policies issued. This fee is charged directly to the individual
                portfolios of the Funds based on the net asset value of the
                portfolio.


        o       A transfer charge is imposed on each transfer between portfolios
                of the Separate Account in excess of a stipulated number of
                transfers in any one contract year. A deferred sales charge may
                be imposed in the event of a full or partial withdrawal within
                the stipulated number of years.


        o       A sales and premium tax charge is deducted from each premium
                payment made prior to deposit into the Separate Account. Total
                deductions from gross contract premiums received by the Company
                were $3,099,800 and $4,395,056 in 2009 and 2008, respectively.


3.      Purchases and Sales of Investment Securities


        The aggregate cost of purchases and proceeds from sales of investments
        for the years ended December 31, 2009 and 2008, were as follows:


                                                         2009                            2008
                                            ------------------------------- -------------------------------
Portfolio                                        Purchases         Sales         Purchases         Sales

Fidelity Variable Insurance Products
 Fund I
   Money Market Portfolio                     $ 23,603,175    $ 25,155,519    $ 15,377,928    $ 11,716,136
   High Income Portfolio                         4,618,748       2,857,555       1,938,151       1,754,370
   Equity-Income Portfolio                       6,068,668       7,615,046       4,765,333       7,275,695
   Growth Portfolio                             13,888,173      12,547,263       9,016,849      13,315,484
   Overseas Portfolio                           21,278,893      20,853,956       6,325,958       4,998,264
   Mid Cap Portfolio                            11,417,584      12,137,604       8,492,913       6,572,226
   Freedom Income Portfolio                         19,261           2,001          20,819               -
   Freedom 2010 Portfolio                           47,226           4,805               -               -
   Freedom 2015 Portfolio                              293             262             330             168
   Freedom 2020 Portfolio                           34,433          15,999          34,003          23,802
   Freedom 2025 Portfolio                            2,865           1,382           4,616             557
   Freedom 2030 Portfolio                           76,338          40,822          73,596          21,481
Fidelity Variable Insurance Products
 Fund II
   Asset Manager Portfolio                       1,590,495       2,031,341       2,467,713       2,288,917
   Investment Grade Bond Portfolio               5,568,201       4,920,357       5,055,239       3,740,060
   Index 500 Portfolio                          19,113,449      19,441,389      15,682,404      15,963,043
   Contrafund Portfolio                         13,645,010      15,905,961      11,127,332      12,540,598
   Asset Manager: Growth Portfolio               1,273,758       1,571,748         865,713       1,337,867
Fidelity Variable Insurance Products
 Fund III
   Balanced Portfolio                            1,251,052       1,338,424       1,170,057       1,096,759
   Growth & Income Portfolio                     3,134,835       3,443,596       3,001,427       2,892,500
   Growth Opportunities Portfolio                3,061,101       3,357,734       1,702,735       2,301,833
American Century Variable
 Portfolios, Inc.
   Balanced Fund                                   741,399       1,023,563         874,279         837,113
   Capital Appreciation Fund                     5,677,912       6,092,608       2,638,167       2,580,368
   International Fund                            5,955,698       6,624,274       7,426,139       7,582,562
   Value Fund                                    7,692,445       7,117,502       9,223,835       6,287,426
   Income & Growth Fund                          1,073,821       1,165,469         809,528         712,472
MFS Variable Insurance Trust
   Growth Series                                13,529,484      10,625,921       2,345,123       3,259,898
   Investors Trust Series                          629,743         690,166         391,314         397,980
   New Discovery Series                         13,887,253      17,078,747       4,411,267       2,392,387
   Research Series                               1,289,231       1,695,627         883,759       1,461,233
   Total Return Series                             100,618          65,480          75,496          12,811
   Utilities Series                              1,612,235         777,513       1,827,013         517,906
Lord Abbett Series Fund, Inc.
   Growth and Income Portfolio                   2,814,522       3,257,073       2,907,324       3,570,107
   Mid-Cap Value Portfolio                       3,696,936       4,818,359       5,517,755       6,271,658
   International Portfolio                       1,728,006       1,664,832       1,724,758       2,201,951
   America Value Portfolio                          55,766          28,184          69,473          10,219
Alger American Fund
   LargeCap Growth Portfolio                     4,034,816       4,383,636       5,148,877       5,345,166
   MidCap Growth Portfolio                       2,606,652       3,090,185       5,144,430       2,441,228
   Capital Appreciation Portfolio                2,732,424       3,370,770       2,803,556       3,515,001
   SmallCap Growth Portfolio                     1,265,068       1,683,435       2,023,714       2,921,184
AIM Variable Insurance Funds
   Financial Services Fund                         947,534         740,696       2,237,589       2,347,963
   Global Health Care Fund                         642,970         852,315       1,376,817       1,239,423
   International Growth Fund                     2,145,965       1,529,856       2,999,283       1,022,266
Van Eck Worldwide Insurance Trust
   Worldwide Hard Assets Fund                    6,179,670       4,480,964       9,881,493       7,800,665
   Worldwide Real Estate Fund                      741,667       1,876,873       1,308,886         971,326
PIMCO Variable Insurance Trust
   Total Return Portfolio                       24,616,940      20,110,563      17,727,253       9,053,888
   Low Duration Portfolio                          399,861         219,043         556,748         375,837
   High Yield Portfolio                          9,510,391       9,075,461         495,671         479,230
   Real Return Portfolio                         2,534,636       1,900,798       3,325,012       2,323,461
   Stocks Plus Growth and Income                     1,495           2,818           1,584               2
   Small Cap Stocks Plus Total Return               53,042          65,307          12,363             313
Goldman Sachs Variable Insurance Trust
   Structured Small Cap Equity Fund              1,259,620       1,058,874       1,496,865       1,280,289
   Growth & Income Fund                          2,169,250       1,334,974       2,937,017         751,520
Neuberger Berman Advisors Management Trust
   Regency Portfolio                                60,855         247,904          45,045          87,974
Premier VIT
   NACM Small Cap Portfolio                        244,739         319,272         465,292         230,247
ProFunds VP
   Japan                                           103,642         116,362         165,512         124,427
   Oil & Gas                                     1,496,265         939,749       2,047,570         807,224
   Small-Cap                                       418,951         420,756         175,137          30,941
   Ultra Mid-Cap                                   326,821         294,324         154,177          96,513
Vanguard Variable Insurance Funds
   Balanced                                        193,362          65,572         269,257          18,032
   Total Bond Market Index                         467,878         715,394         412,174          21,894
   High Yield Bond                                 324,774         131,522          10,800             638
   International                                 2,600,307       1,306,850       1,893,396         239,122
   Mid-Cap Index                                 1,255,900         559,759       1,236,414         163,798
   REIT Index                                      349,834         147,164         217,292          46,031
   Small Company Growth                          1,473,626         790,400       1,417,143         153,709
   Short Term Investment Grade                     915,096         303,909           9,559             169
   Total Stock Market Index                        578,803         321,092         130,879          47,140
                                            --------------- --------------- --------------- ---------------
                                              $262,831,481    $258,424,679    $196,375,151    $169,872,472
                                            --------------- --------------- --------------- ---------------

4.      Summary of Changes from Unit Transactions


        Transactions in units for the years ended December 31, 2009 and 2008, were as follows:


                                                                 2009                                        2008
                                               ------------------------------------------  ------------------------------------------
                                                                           Net Increase/                               Net Increase/
Portfolio                                      Purchases       Sales        (Decrease)     Purchases        Sales       (Decrease)

Fidelity Variable Insurance Products
 Fund I
   Money Market Portfolio                       1,563,353     1,670,936       (107,583)     1,063,743        802,781       260,962
   High Income Portfolio                          322,423       193,756        128,667        118,808        128,095        (9,287)
   Equity-Income Portfolio                        304,732       406,669       (101,937)       307,134        369,088       (61,954)
   Growth Portfolio                             1,403,119       932,416        470,703        810,867        771,360        39,507
   Overseas Portfolio                           1,751,974     1,721,286         30,688        275,650        288,046       (12,396)
   Mid Cap Portfolio                              766,412       764,291          2,121        273,150        359,618       (86,468)
   Freedom Income Portfolio                         1,980           228          1,752          2,340              -         2,340
   Freedom 2010 Portfolio                           5,843           685          5,158              -              -             -
   Freedom 2015 Portfolio                          16,567        16,563              4             38             21            17
   Freedom 2020 Portfolio                           3,002           657          2,345          3,832          3,338           494
   Freedom 2025 Portfolio                           1,082           877            205            459             77           382
   Freedom 2030 Portfolio                          10,118         5,137          4,981          8,111          2,473         5,638
Fidelity Variable Insurance Products
 Fund II
   Asset Manager Portfolio                         72,173        98,241        (26,068)        96,586        114,737       (18,151)
   Investment Grade Bond Portfolio                238,842       243,371         (4,529)       268,819        203,217        65,602
   Index 500 Portfolio                          1,431,349     1,282,383        148,966      1,308,750      1,136,314       172,436
   Contrafund Portfolio                           766,741       699,151         67,590        634,379        577,919        56,460
   Asset Manager: Growth Portfolio                 80,756        97,307        (16,551)        94,236         99,706        (5,470)
Fidelity Variable Insurance Products
 Fund III
   Balanced Portfolio                              80,124        83,067         (2,943)        77,065         77,588          (523)
   Growth & Income Portfolio                      237,028       212,316         24,712        186,485        190,463        (3,978)
   Growth Opportunities Portfolio                 330,536       289,754         40,782        264,202        228,490        35,712
American Century Variable
 Portfolios, Inc.
   Balanced Fund                                   40,725        67,361        (26,636)        40,635         53,078       (12,443)
   Capital Appreciation Fund                      245,126       251,731         (6,605)       108,317        124,476       (16,159)
   International Fund                             510,293       501,099          9,194        419,287        476,853       (57,566)
   Value Fund                                     418,927       403,923         15,004        335,682        310,887        24,795
   Income & Growth Fund                            64,343        63,868            475         39,388         58,087       (18,699)
MFS Variable Insurance Trust
   Growth Series                                1,412,342       964,663        447,679        232,346        263,645       (31,299)
   Investors Trust Series                          37,806        38,440           (634)        23,470         32,617        (9,147)
   New Discovery Series                           948,463     1,051,925       (103,462)       235,226        122,667       112,559
   Research Series                                102,579       128,566        (25,987)        75,646        116,634       (40,988)
   Total Return Series                             13,465         8,481          4,984          8,141          1,472         6,669
   Utilities Series                               218,013       110,338        107,675        183,257         62,449       120,808
Lord Abbett Series Fund, Inc.
   Growth and Income Portfolio                    209,900       232,467        (22,567)       177,483        213,010       (35,527)
   Mid-Cap Value Portfolio                        211,691       276,215        (64,524)       218,966        290,436       (71,470)
   International Portfolio                        178,670       179,705         (1,035)       137,655        189,209       (51,554)
   America Value Portfolio                          7,293         3,580          3,713          7,521          1,140         6,381
Alger American Fund
   LargeCap Growth Portfolio                      609,099       653,045        (43,946)       676,959        704,493       (27,534)
   MidCap Growth Portfolio                        323,048       380,623        (57,575)       226,863        233,741        (6,878)
   Capital Appreciation Portfolio                 386,686       470,463        (83,777)       316,733        400,187       (83,454)
   SmallCap Growth Portfolio                      181,519       234,711        (53,192)       224,444        339,559      (115,115)
AIM Variable Insurance Funds
   Financial Services Fund                        136,417       131,138          5,279        183,327        196,004       (12,677)
   Global Health Care Fund                         55,536        75,802        (20,266)        88,372        101,999       (13,627)
   International Growth Fund                      279,414       199,269         80,145        350,532        126,715       223,817
Van Eck Worldwide Insurance Trust
   Worldwide Hard Assets Fund                     286,871       173,756        113,115        207,514        208,429          (915)
   Worldwide Real Estate Fund                     113,222       284,048       (170,826)        86,419         89,829        (3,410)
PIMCO Variable Insurance Trust
   Total Return Portfolio                       1,647,379     1,496,351        151,028      1,291,435        679,102       612,333
   Low Duration Portfolio                          18,153        14,456          3,697         39,892         32,672         7,220
   High Yield Portfolio                           728,107       688,924         39,183         28,537         38,014        (9,477)
   Real Return Portfolio                          154,904       131,445         23,459        239,616        177,505        62,111
   Stocks Plus Growth and Income                        -             -              -              -              -             -
   SmallCap Stocks Plus Total Return                9,578        11,220         (1,642)         1,684             42         1,642
Goldman Sachs Variable Insurance Trust
   Structured Small Cap Equity Fund               197,008       161,580         35,428        203,824        173,142        30,682
   Growth & Income Fund                           309,047       180,948        128,099        359,370         92,658       266,712
Neuberger Berman Advisors Management Trust
   Regency Portfolio                                4,686        39,354        (34,668)         4,401          9,275        (4,874)
Premier VIT
   NACM Small Cap Portfolio                        43,438        52,890         (9,452)        44,011         26,109        17,902
ProFunds VP
   Japan                                           40,134        42,940         (2,806)        16,665         12,504         4,161
   Oil & Gas                                      189,288       140,089         49,199        196,641         91,091       105,550
   Small-Cap                                       67,415        64,647          2,768         25,713          4,873        20,840
   Ultra Mid-Cap                                   82,801        71,115         11,686         24,700         13,168        11,532
Vanguard Variable Insurance Funds
   Balanced                                        22,277         7,180         15,097         30,324          2,129        28,195
   Total Bond Market Index                         42,967        68,480        (25,513)        41,682          2,700        38,982
   High Yield Bond                                 34,831        14,014         20,817          1,433             88         1,345
   International                                  371,884       170,988        200,896        264,121         36,366       227,755
   Mid-Cap Index                                  172,032        69,398        102,634        157,771         23,533       134,238
   REIT Index                                      55,089        19,286         35,803         26,551          6,849        19,702
   Small Company Growth                           166,926        72,828         94,098        161,645         19,641       142,004
   Short Term Investment Grade                     83,183        21,793         61,390          1,010             16           994
   Total Stock Market Index                        84,581        46,708         37,873         18,518          6,403        12,115
                                             ------------- -------------  -------------  -------------  ------------- -------------
                                               20,905,310    19,190,942      1,714,368     13,578,381     11,518,827     2,059,554
                                             ------------- -------------  -------------  -------------  ------------- -------------


5.      Financial Highlights


        The Company sells a number of variable life insurance products which
        have unique combinations of features and fees that are charged against
        the contract owner's account balance. Differences in the fee structures
        result in a variety of unit values, expense ratios and total returns.


        The following table was developed by determining which products offered
        by the Company have the lowest and highest total return. Only product
        designs within each portfolio that had units outstanding during the
        respective periods were considered when determining the lowest and
        highest total return. The summary may not reflect the minimum and
        maximum contract charges offered by the Company as contract owners may
        not have selected all available and applicable contract options.


                                                       December 31                                     Year Ended December 31
                                       --------------------------------------------  -----------------------------------------------
                                                    Unit Fair Value                   Investment   Expense Ratio    Total Return
                                                      Lowest to                         Income      Lowest to         Lowest to
                                         Units         Highest        Net Assets        Ratio*      Highest**        Highest***
                                       -----------  --------------- ---------------  ------------- -------------  ------------------
Net assets represented by
   Fidelity Variable Insurance Products
    Fund I
    Money Market Portfolio
        2009                              764,688   $10.23 to 20.58    $10,671,412          0.79%  0.50% to 1.40%  -0.63% to 0.73%
        2008                              872,271   10.16 to 20.66     $12,223,756          3.23%  0.50% to 1.40%  1.56% to 2.55%
        2007                              611,309   10.90 to 20.27      $8,561,964          4.56%  0.50% to 1.40%  3.81% to 4.66%
        2006                              638,379   10.51 to 19.49      $8,578,456          4.73%  0.50% to 1.40%  3.45% to 4.34%
        2005                              464,663   10.15 to 18.79      $6,105,579          3.05%  0.50% to 1.10%  1.50% to 2.49%

    High Income Portfolio
        2009                              567,270   10.59 to 32.19      $8,222,313          9.08%  0.50% to 1.40% 42.02% to 44.03%
        2008                              438,603   7.35 to 22.61       $4,685,116          9.38%  0.50% to 1.40% -26.05% to -25.40%
        2007                              447,890   11.14 to 30.48      $6,608,023          8.43%  0.50% to 1.40%  1.42% to 2.30%
        2006                              441,747   10.89 to 29.98      $6,529,175          7.88%  0.50% to 1.40%  9.72% to 10.67%
        2005                              424,213   9.84 to 27.25       $5,811,792         15.05%  0.50% to 1.10%  1.21% to 2.18%

    Equity-Income Portfolio
        2009                            1,117,772   7.40 to 47.88      $18,521,629          2.14%  0.50% to 1.40% 28.39% to 30.16%
        2008                            1,219,709   6.00 to 37.18      $16,111,614          2.48%  0.50% to 1.40% -43.43% to -42.94%
        2007                            1,281,663   13.54 to 65.55     $32,008,838          1.83%  0.50% to 1.40%  0.15% to 1.05%
        2006                            1,360,907   13.53 to 65.29     $34,589,744          3.26%  0.50% to 1.40% 18.52% to 19.57%
        2005                            1,372,700   11.41 to 54.92     $29,885,303          1.62%  0.50% to 1.10%  4.36% to 5.35%

    Growth Portfolio
        2009                            2,870,853   6.51 to 46.37      $33,957,851          0.44%  0.50% to 1.40% 26.57% to 28.34%
        2008                            2,400,150   5.10 to 36.54      $25,918,250          0.82%  0.50% to 1.40% -47.94% to -47.42%
        2007                            2,360,643   9.70 to 69.94      $55,020,668          0.82%  0.50% to 1.40% 25.26% to 26.30%
        2006                            2,400,612   7.68 to 55.70      $47,125,015          0.39%  0.50% to 1.40%  5.41% to 6.31%
        2005                            2,579,112   7.22 to 52.71      $47,945,094          0.49%  0.50% to 1.10%  4.36% to 5.31%

    Overseas Portfolio
        2009                              961,401   7.00 to 29.69      $13,269,182          2.13%  0.50% to 1.40% 24.81% to 26.48%
        2008                              930,713   5.75 to 23.72      $10,762,909          2.71%  0.50% to 1.40% -44.60% to -44.05%
        2007                              943,109   13.12 to 42.68     $20,501,977          3.38%  0.50% to 1.40% 15.75% to 16.73%
        2006                              904,979   11.24 to 36.79     $17,527,874          0.81%  0.50% to 1.40% 16.41% to 17.45%
        2005                              809,978   9.56 to 31.50      $13,703,972          0.54%  0.50% to 1.10% 17.36% to 18.44%

    Mid Cap Portfolio
        2009                            1,060,533   8.47 to 19.29      $19,183,312          0.69%  0.50% to 1.40% 38.19% to 40.07%
        2008                            1,058,412   6.19 to 13.93      $13,975,665          0.47%  0.50% to 1.40% -47.94% to -47.42%
        2007                            1,144,880   17.99 to 23.25     $25,085,489          0.93%  0.50% to 1.40% 14.08% to 15.00%
        2006                            1,136,423   15.77 to 20.34     $21,746,629          0.35%  0.50% to 1.40% 11.13% to 12.19%
        2005                            1,151,188   14.18 to 18.24     $19,713,470          0.00%  0.50% to 1.10% 16.69% to 17.64%

    Freedom Income Portolio
        2009                                4,092   10.06 to 10.28         $41,480          4.42%  0.50% to 1.40% 13.36% to 14.90%
        2008                                2,340    8.87 to 8.95          $20,820          0.00%  0.50% to 1.40%        n/a

    Freedom 2010 Portolio
        2009                                5,158    9.23 to 9.44          $48,016          7.27%  0.50% to 1.40% 22.48% to 24.27%
        2008                                    -    7.54 to 7.60               $0            n/a  0.50% to 1.40%        n/a

    Freedom 2015 Portolio
        2009                                   21    9.08 to 9.30             $192          3.99%  0.50% to 1.40% 23.60% to 25.21%
        2008                                   17    7.36 to 7.43             $129          7.32%  0.50% to 1.40%        n/a

    Freedom 2020 Portolio
        2009                                2,839    8.64 to 8.90          $25,141          5.14%  0.50% to 1.40% 27.28% to 29.03%
        2008                                  494    6.84 to 6.90           $3,412          6.40%  0.50% to 1.40%        n/a

    Freedom 2025 Portolio
        2009                                  587    8.51 to 8.79           $5,088          3.92%  0.50% to 1.40% 28.26% to 30.01%
        2008                                  382    6.70 to 6.76           $2,567          6.76%  0.50% to 1.40%        n/a

    Freedom 2030 Portolio
        2009                               10,619    8.11 to 8.42          $88,558          2.79%  0.50% to 1.40% 29.88% to 31.58%
        2008                                5,638    6.34 to 6.40          $35,917          6.26%  0.50% to 1.40%        n/a

   Fidelity Variable Insurance Products
    Fund II
    Asset Manager Portfolio
        2009                              292,349   8.98 to 34.12       $6,012,210          2.31%  0.50% to 1.40% 27.40% to 29.15%
        2008                              318,417   6.95 to 26.72       $5,177,690          2.69%  0.50% to 1.40% -29.73% to -29.01%
        2007                              336,568   12.78 to 37.91      $8,164,214          6.07%  0.50% to 1.40% 13.90% to 14.89%
        2006                              373,211   11.22 to 33.19      $7,998,925          2.68%  0.50% to 1.40%  5.85% to 6.82%
        2005                              397,720   10.56 to 31.27      $8,036,130          2.65%  0.50% to 1.10%  2.61% to 3.43%

    Investment Grade Bond Portfolio
        2009                              668,254   11.11 to 27.76     $12,176,825          8.80%  0.50% to 1.40% 14.18% to 15.73%
        2008                              672,783   9.61 to 24.26      $10,967,654          4.32%  0.50% to 1.40% -4.62% to -3.77%
        2007                              607,181   11.04 to 25.35     $10,502,350          4.11%  0.50% to 1.40%  2.89% to 3.85%
        2006                              582,393   10.73 to 24.57      $9,801,407          3.96%  0.50% to 1.40%  2.98% to 3.79%
        2005                              610,057   10.42 to 23.80      $9,999,369          3.73%  0.50% to 1.10%  0.77% to 1.68%

    Index 500 Portfolio
        2009                            3,947,522   7.93 to 28.13      $46,832,407          2.44%  0.50% to 1.40% 24.80% to 26.64%
        2008                            3,798,556   6.58 to 22.47      $39,209,782          2.27%  0.50% to 1.40% -37.84% to -37.34%
        2007                            3,626,120   10.82 to 36.06     $64,296,635          3.66%  0.50% to 1.40%  3.83% to 4.95%
        2006                            3,535,542   10.31 to 34.58     $61,924,179          1.63%  0.50% to 1.40% 14.17% to 15.13%
        2005                            3,487,643   8.96 to 30.21      $53,675,538          1.66%  0.50% to 1.10%  3.31 % to 4.25%

    Contrafund Portfolio
        2009                            2,275,618   7.83 to 32.65      $39,962,919          1.34%  0.50% to 1.40% 33.87% to 35.68%
        2008                            2,208,028   6.08 to 24.33      $32,023,672          1.01%  0.50% to 1.40% -43.34% to -42.80%
        2007                            2,151,568   16.26 to 42.79     $59,938,983          0.96%  0.50% to 1.40% 16.03% to 16.98%
        2006                            2,105,016   13.90 to 36.80     $52,594,822          1.29%  0.50% to 1.40% 10.17% to 11.17%
        2005                            2,075,391   12.50 to 33.30     $47,391,065          0.28%  0.50% to 1.10% 15.30% to 16.31%

    Asset Manager: Growth Portfolio
        2009                              286,103   8.31 to 20.20       $3,544,365          1.50%  0.50% to 1.40% 31.05% to 32.98%
        2008                              302,654   6.25 to 15.37       $2,993,258          1.98%  0.50% to 1.40% -36.69% to -36.15%
        2007                              308,124   11.37 to 24.21      $5,291,927          4.22%  0.50% to 1.40% 16.12% to 18.31%
        2006                              318,104   9.61 to 20.57       $4,818,192          2.02%  0.50% to 1.40%  5.86% to 6.64%
        2005                              341,714   9.02 to 19.44       $4,914,827          2.31%  0.50% to 1.10%  2.39% to 3.36%

   Fidelity Variable Insurance Products
    Fund III
    Balanced Portfolio
        2009                              296,206   9.12 to 15.56       $4,224,742          1.87%  0.50% to 1.40% 36.73% to 38.63%
        2008                              299,149   6.69 to 11.35       $3,200,918          1.85%  0.50% to 1.40% -34.90% to -34.29%
        2007                              299,672   12.95 to 17.38      $5,041,173          3.38%  0.50% to 1.40%  7.56% to 8.46%
        2006                              302,179   12.04 to 16.12      $4,752,048          1.95%  0.50% to 1.40% 10.02% to 11.17%
        2005                              294,362   10.93 to 14.59      $4,183,466          2.44%  0.50% to 1.10%  1.35% to 4.85%

    Growth & Income Portfolio
        2009                              602,614   7.42 to 14.93       $7,092,988          1.07%  0.50% to 1.40% 25.39% to 27.30%
        2008                              577,902   6.14 to 11.87       $5,926,268          1.23%  0.50% to 1.40% -42.46% to -41.98%
        2007                              581,880   12.60 to 20.58     $11,350,680          1.88%  0.50% to 1.40% 10.58% to 11.50%
        2006                              569,906   11.30 to 18.56     $10,184,116          0.82%  0.50% to 1.40% 11.62% to 12.66%
        2005                              511,748   10.03 to 16.58      $8,188,594          1.44%  0.50% to 1.10%  6.08% to 7.05%

    Growth Opportunities Portfolio
        2009                              812,587   6.64 to 10.03       $6,139,897          0.47%  0.50% to 1.40% 43.94% to 45.74%
        2008                              771,805    4.70 to 6.95       $4,465,907          0.43%  0.50% to 1.40% -55.68% to -55.20%
        2007                              736,093   10.49 to 15.63     $10,781,475          0.00%  0.50% to 1.40% 21.18% to 22.55%
        2006                              751,812   8.56 to 12.83       $9,343,810          0.68%  0.50% to 1.40%  4.30% to 4.91%
        2005                              792,034   8.15 to 12.30       $9,422,551          0.88%  0.50% to 1.10%  7.33% to 8.35%

   American Century Variable
    Portfolios, Inc.
    Balanced Fund
        2009                              172,477   9.19 to 15.76       $2,560,358          5.19%  0.50% to 1.40% 13.86%' to 15.42%
        2008                              199,113   8.09 to 13.80       $2,644,260          2.64%  0.50% to 1.40% -21.39% to -20.68%
        2007                              211,556   12.48 to 17.52      $3,636,481          2.12%  0.50% to 1.40%  3.48% to 4.37%
        2006                              199,428   12.06 to 16.88      $3,297,904          1.76%  0.50% to 1.40%  8.12% to 9.08%
        2005                              178,854   11.15 to 15.57      $2,721,054          1.74%  0.50% to 1.10%  3.47% to 4.42%

    Capital Appreciation Fund
        2009                              330,880   7.53 to 19.76       $5,417,524          0.80%  0.50% to 1.40% 35.13% to 37.13%
        2008                              337,485   5.71 to 14.58       $4,287,827          0.00%  0.50% to 1.40% -46.91% to -46.17%
        2007                              353,644   16.05 to 27.39      $8,669,898          0.00%  0.50% to 1.40% 43.74% to 44.99%
        2006                              316,756   11.07 to 18.99      $5,516,568          0.00%  0.50% to 1.40% 15.68% to 16.67%
        2005                              317,072   9.48 to 16.38       $4,745,135          0.00%  0.50% to 1.10% 20.39% to 21.49%

    International Fund
        2009                            1,304,784   7.25 to 15.47      $16,433,805          1.93%  0.50% to 1.40% 31.92% to 33.66%
        2008                            1,295,590   5.53 to 11.69      $13,140,038          0.85%  0.50% to 1.40% -45.60% to -45.08%
        2007                            1,353,156   10.78 to 21.43     $26,670,007          0.65%  0.50% to 1.40% 16.45% to 17.43%
        2006                            1,227,537   9.18 to 18.36      $21,164,022          1.43%  0.50% to 1.40% 23.33% to 24.46%
        2005                            1,034,702   7.37 to 14.84      $14,404,355          0.99%  0.50% to 1.10% 11.72% to 12.61%

    Value Fund
        2009                            1,017,241   8.59 to 19.92      $18,477,916          5.26%  0.50% to 1.40% 18.17% to 19.80%
        2008                            1,002,237   7.54 to 16.80      $15,683,190          2.44%  0.50% to 1.40% -27.74% to -27.13%
        2007                              977,442   12.33 to 23.20     $21,332,296          1.59%  0.50% to 1.40% -6.45% to -5.61%
        2006                              880,295   13.18 to 24.73     $20,610,685          1.26%  0.50% to 1.40% 17.00% to 18.05%
        2005                              766,651   11.26 to 21.07     $15,382,309          0.78%  0.50% to 1.10%  3.54% to 4.48%

    Income & Growth Fund
        2009                              182,151   7.67 to 11.66       $1,884,723          4.47%  0.50% to 1.40% 16.42% to 18.03%
        2008                              181,676    6.88 to 9.96       $1,767,576          2.08%  0.50% to 1.40% -35.45% to -34.89%
        2007                              200,375   11.35 to 15.37      $3,033,407          1.85%  0.50% to 1.40% -1.45% to -0.61%
        2006                              216,685   11.42 to 15.52      $3,316,030          1.68%  0.50% to 1.40% 15.48% to 16.53%
        2005                              210,330   9.80 to 13.37       $2,770,134          1.92%  0.50% to 1.10%  3.21% to 4.14%

   MFS Variable Insurance Trust
    Growth Series
        2009                            1,340,983   6.10 to 12.91      $13,641,268          0.23%  0.50% to 1.40% 35.76% to 37.71%
        2008                              893,304    4.45 to 9.46       $7,525,964          0.24%  0.50% to 1.40% -38.29% to -37.76%
        2007                              924,603   7.15 to 15.26      $13,216,107          0.00%  0.50% to 1.40% 19.54% to 20.57%
        2006                              958,839   5.93 to 12.70      $11,600,497          0.00%  0.50% to 1.40%  6.43% to 7.43%
        2005                            1,037,662   5.52 to 11.88      $11,576,518          0.00%  0.50% to 1.10%  7.70% to 8.66%

    Investors Trust Series
        2009                              135,473   8.43 to 11.75       $1,461,656          1.59%  0.50% to 1.40% 25.16% to 26.96%
        2008                              136,107    6.79 to 9.39       $1,223,835          0.86%  0.50% to 1.40% -34.01% to -33.39%
        2007                              145,254   11.59 to 14.23      $1,980,718          0.84%  0.50% to 1.40%  8.79% to 9.75%
        2006                              154,359   10.56 to 13.08      $1,931,782          0.48%  0.50% to 1.40% 11.46% to 12.46%
        2005                              155,812   9.39 to 11.74       $1,741,627          0.55%  0.50% to 1.10%   5.2% to 6.70%

    New Discovery Series
        2009                              324,990   9.88 to 22.25       $5,873,746          0.00%  0.50% to 1.40% 60.90% to 63.13%
        2008                              428,452   6.19 to 13.76       $5,411,177          0.00%  0.50% to 1.40% -40.18% to -39.66%
        2007                              315,893   10.64 to 22.88      $6,841,325          0.00%  0.50% to 1.40%  1.14% to 2.01%
        2006                              325,086   10.43 to 22.52      $7,112,418          0.00%  0.50% to 1.40% 11.68% to 12.67%
        2005                              342,995   9.26 to 20.07       $6,696,977          0.00%  0.50% to 1.10%  3.80% to 4.72%

    Research Series
        2009                              326,000   8.32 to 12.19       $3,637,241          1.37%  0.50% to 1.40% 28.73% to 30.51%
        2008                              351,987    6.57 to 9.42       $3,229,160          0.54%  0.50% to 1.40% -36.97% to -36.39%
        2007                              392,975   10.58 to 14.87      $5,759,688          0.70%  0.50% to 1.40% 11.62% to 12.67%
        2006                              413,983   9.39 to 13.26       $5,420,357          0.49%  0.50% to 1.40%  9.00% to 9.89%
        2005                              420,222   8.55 to 12.11       $5,018,980          0.45%  0.50% to 1.10%  6.31% to 7.21%

    Total Return Series
        2009                               12,267    8.65 to 9.37         $107,239          4.10%  0.50% to 1.40% 16.39% to 17.97%
        2008                                7,283    7.43 to 7.94          $54,520          1.85%  0.50% to 1.40% -23.16% to -22.53%
        2007                                  614    9.67 to 9.72           $5,959          0.00%  0.50% to 1.40% -3.30% to -2.80%

    Utilities Series
        2009                              291,019    8.15 to 8.69       $2,504,063          4.46%  0.50% to 1.40% 31.46% to 33.14%
        2008                              183,344    6.12 to 6.55       $1,194,358          1.55%  0.50% to 1.40% -38.59% to -38.03%
        2007                               62,536   10.52 to 10.57        $659,438          0.00%  0.50% to 1.40%  5.20% to 5.70%

   Lord Abbett Series Fund, Inc.
    Growth and Income Portfolio
        2009                              670,325   7.48 to 15.00       $9,374,073          0.95%  0.50% to 1.40% 17.29% to 18.98%
        2008                              692,892   6.74 to 12.73       $8,396,938          1.51%  0.50% to 1.40% -37.32% to -36.77%
        2007                              728,419   13.29 to 20.20     $14,240,492          1.25%  0.50% to 1.40%  2.00% to 2.95%
        2006                              744,797   13.03 to 19.70     $14,247,013          1.32%  0.50% to 1.40% 15.72% to 16.66%
        2005                              688,230   11.26 to 16.95     $11,373,221          1.02%  0.50% to 1.10%  1.81% to 2.74%

    Mid-Cap Value Portfolio
        2009                              611,409   7.62 to 20.52      $12,081,813          0.46%  0.50% to 1.40% 24.88% to 26.71%
        2008                              675,933   6.42 to 16.28      $10,682,778          1.27%  0.50% to 1.40% -40.22% to -39.68%
        2007                              747,403   13.60 to 26.99     $19,623,648          0.47%  0.50% to 1.40%  -0.79% to 0.07%
        2006                              699,339   13.70 to 27.07     $18,531,601          0.51%  0.50% to 1.40% 10.67% to 11.69%
        2005                              696,162   12.38 to 24.34     $16,637,131          0.49%  0.50% to 1.10%  6.72% to 7.66%

    International Portfolio
        2009                              509,014   7.01 to 12.43       $5,208,258          1.55%  0.50% to 1.40% 44.85% to 47.01%
        2008                              510,049    5.21 to 8.58       $3,617,364          0.57%  0.50% to 1.40% -52.17% to -51.74%
        2007                              561,603   12.06 to 17.94      $8,381,975          0.92%  0.50% to 1.40%  3.14% to 4.15%
        2006                              531,323   11.58 to 17.37      $7,649,418          0.46%  0.50% to 1.40% 27.32% to 28.52%
        2005                              420,692   9.01 to 13.64       $4,732,183          0.00%  0.50% to 1.10% 24.82% to 26.01%

    America Value Portfolio
        2009                               14,493    8.35 to 9.37         $122,203          3.90%  0.50% to 1.40% 21.70% to 23.36%
        2008                               10,780    6.86 to 7.60          $74,280          6.26%  0.50% to 1.40% -27.18% to -26.61%
        2007                                4,399    9.42 to 9.47          $41,530          5.65%  0.50% to 1.40% -5.80% to -5.30%

   Alger American Fund
    LargeCap Growth Portfolio
        2009                            1,513,751   7.09 to 11.17      $10,963,637          0.65%  0.50% to 1.40% 45.58% to 47.61%
        2008                            1,557,697    4.85 to 7.67       $7,741,324          0.23%  0.50% to 1.40% -46.92% to -46.42%
        2007                            1,585,231   9.08 to 14.45      $14,673,255          0.34%  0.50% to 1.40% 18.35% to 19.41%
        2006                            1,346,039   7.64 to 12.22      $10,461,666          0.12%  0.50% to 1.40%  3.69% to 4.61%
        2005                            1,066,741   7.33 to 11.78       $7,928,119          0.00%  0.50% to 1.10% 10.46% to 11.55%

    MidCap Growth Portfolio
        2009                              724,562   6.48 to 10.47       $6,479,792          0.00%  0.50% to 1.40% 49.57% to 51.74%
        2008                              782,137    4.73 to 7.00       $4,679,573          0.17%  0.50% to 1.40% -58.92% to -58.59%
        2007                              789,015   14.31 to 17.04     $11,389,000          0.00%  0.50% to 1.40% 29.78% to 30.82%
        2006                              778,361   10.97 to 13.14      $8,615,830          0.00%  0.50% to 1.40%  8.62% to 9.66%
        2005                              805,070   10.05 to 12.09      $8,153,666          0.00%  0.50% to 1.10%  8.32% to 9.23%

    Capital Appreciation Portfolio
        2009                              958,937   8.39 to 15.16       $8,265,722          0.00%  0.50% to 1.40% 48.95% to 51.01%
        2008                            1,042,714   5.67 to 10.18       $5,996,510          0.00%  0.50% to 1.40% -45.88% to -45.39%
        2007                            1,126,168   10.42 to 18.81     $11,917,522          0.00%  0.50% to 1.40% 31.07% to 32.96%
        2006                            1,054,775   7.87 to 14.28       $8,452,271          0.00%  0.50% to 1.40% 17.65% to 19.35%
        2005                            1,055,676   6.66 to 12.14       $7,075,574          0.00%  0.50% to 1.10% 12.81% to 13.94%

    SmallCap Growth Portfolio
        2009                              718,168   7.82 to 13.21       $5,934,640          0.00%  0.50% to 1.40% 43.46% to 45.54%
        2008                              771,360    5.61 to 9.21       $4,438,741          0.00%  0.50% to 1.40% -47.34% to -46.89%
        2007                              886,475   10.61 to 17.49      $9,606,349          0.00%  0.50% to 1.40% 14.95% to 16.67%
        2006                              899,227   9.13 to 15.12       $8,441,665          0.00%  0.50% to 1.40% 18.40% to 20.24%
        2005                            1,056,935   7.67 to 12.77       $8,206,483          0.00%  0.50% to 1.10% 15.25% to 16.31%


   AIM Variable Insurance Funds
    Financial Services Fund
        2009                              117,610    4.95 to 5.91         $647,049          3.47%  0.50% to 1.40% 25.56% to 27.55%
        2008                              112,331    3.96 to 4.63         $323,569          2.84%  0.50% to 1.40% -59.96% to -59.66%
        2007                              125,008   9.89 to 11.08       $1,352,748          1.88%  0.50% to 1.40% -23.33% to -22.63%
        2006                              119,437   12.90 to 14.32      $1,676,905          1.54%  0.50% to 1.40% 14.91% to 15.86%
        2005                              102,271   11.22 to 12.36      $1,245,177          1.41%  0.50% to 1.10%  4.43% to 5.37%

    Global Health Care Fund
        2009                               95,475   6.54 to 12.59       $1,164,469          0.32%  0.50% to 1.40% 19.69% to 27.68%
        2008                              115,741    7.67 to 9.91       $1,125,638          0.00%  0.50% to 1.40% -29.61% to -28.96%
        2007                              129,368   12.46 to 13.95      $1,770,058          0.00%  0.50% to 1.40%  6.14% to 11.24%
        2006                              132,604   11.29 to 12.54      $1,692,934          0.00%  0.50% to 1.40%  3.77% to 8.97%
        2005                              116,745   10.88 to 11.97      $1,376,465          0.00%  0.50% to 1.10%  6.67% to 7.55%

    International Growth Fund
        2009                              535,163    7.89 to 8.37       $4,296,126          1.60%  0.50% to 1.40% 33.47% to 35.16%
        2008                              455,018    5.91 to 6.19       $2,711,172          0.81%  0.50% to 1.40% -48.35% to -48.32%
        2007                              231,201   10.06 to 10.11      $2,333,557          0.68%  0.50% to 1.40%  0.60% to 1.10%

   Van Eck Worldwide Insurance Trust
    Worldwide Hard Assets Fund
        2009                              466,487   7.02 to 34.69      $13,809,699          0.23%  0.50% to 1.40% 55.35% to 57.50%
        2008                              353,372   4.46 to 22.13       $7,541,921          0.34%  0.50% to 1.40% -46.86% to -46.40%
        2007                              354,287   32.82 to 41.29     $14,276,656          0.10%  0.50% to 1.40% 42.40% to 44.62%
        2006                              289,879   22.90 to 28.55      $8,136,910          0.06%  0.50% to 1.40% 22.77% to 24.72%
        2005                              228,817   18.64 to 23.05      $5,176,284          0.20%  0.50% to 1.10% 49.51% to 50.92%

    Worldwide Real Estate Fund
        2009                                    -    6.06 to 7.40               $0          0.00%  0.50% to 1.40% 41.35% to 43.32%
        2008                              170,826    4.71 to 5.19         $883,177          5.81%  0.50% to 1.40% -55.68% to -55.30%
        2007                              174,236   11.44 to 11.61      $2,013,027          0.98%  0.50% to 1.40%  -0.52% to 0.35%
        2006                              142,282   11.50 to 11.57      $1,642,088          0.00%  0.50% to 1.40% 15.00% to 15.70%

   PIMCO Variable Insurance Trust
    Total Return Portfolio
        2009                            1,970,394   11.56 to 14.31     $27,862,716          4.83%  0.50% to 1.40% 12.46% to 14.08%
        2008                            1,819,366   10.13 to 12.61     $22,479,921          4.98%  0.50% to 1.40%  3.39% to 4.30%
        2007                            1,207,033   11.50 to 12.09     $14,304,515          4.70%  0.50% to 1.40%  7.28% to 8.24%
        2006                              886,475   10.72 to 11.17      $9,745,775          4.48%  0.50% to 1.40%  2.74% to 3.31%
        2005                              624,688   10.47 to 10.81      $6,676,613          3.80%  0.50% to 1.10%  0.97% to 1.90%

    Low Duration Portfolio
        2009                              169,222   11.10 to 12.62      $2,102,392          3.50%  0.50% to 1.40% 11.74% to 13.35%
        2008                              165,525   9.79 to 11.19       $1,838,160          4.27%  0.50% to 1.40% -1.75% to -0.89%
        2007                              158,305   10.71 to 11.29      $1,774,207          4.52%  0.50% to 1.40%  2.88% to 6.91%
        2006                              141,883   10.28 to 10.57      $1,490,374          3.97%  0.50% to 1.40%  2.62% to 3.40%
        2005                              108,330   10.05 to 10.21      $1,100,561          2.71%  0.50% to 1.10%  -0.42% to 0.52%

    High Yield Portfolio
        2009                              164,574   10.56 to 14.68      $2,388,610         12.72%  0.50% to 1.40% 38.48% to 40.41%
        2008                              125,391   7.52 to 10.51       $1,292,791          8.29%  0.50% to 1.40% -24.61% to -23.90%
        2007                              134,868   12.23 to 13.81      $1,829,459          7.45%  0.50% to 1.40%  1.47% to 2.57%
        2006                              119,742   11.98 to 13.41      $1,582,985          6.43%  0.50% to 1.40%  7.55% to 10.20%
        2005                               92,110   11.13 to 12.35      $1,126,787          6.56%  0.50% to 1.10%  2.68% to 3.61%

    Real Return Portfolio
        2009                              409,876   10.53 to 13.95      $5,612,147          3.06%  0.50% to 1.40% 16.75% to 18.36%
        2008                              386,417   8.90 to 11.84       $4,495,899          4.03%  0.50% to 1.40% -8.30% to -7.57%
        2007                              324,306   11.69 to 12.81      $4,087,737          4.55%  0.50% to 1.40%  9.15% to 11.10%
        2006                              281,314   10.71 to 11.63      $3,227,004          4.36%  0.50% to 1.40% -0.70% to -0.26%
        2005                              219,713   10.79 to 11.61      $2,517,402          2.81%  0.50% to 1.10%  0.70% to 1.15%

    Stocks Plus Growth and Income
        2009                                    -    5.71 to 6.00               $0          0.00%  0.50% to 1.40%  -1.34% to 1.11%
        2008                                    -    5.93 to 5.98           $1,626          0.00%  0.50% to 1.40%        n/a

    SmallCap Stocks Plus Total Return
        2009                                    -    8.94 to 9.14               $0         19.40%  0.50% to 1.40% 30.35% to 31.94%
        2008                                1,642    6.87 to 6.93          $11,320          4.33%  0.50% to 1.40%        n/a

   Goldman Sachs Variable Insurance Trust
    Structured Small Cap Equity Fund
        2009                              374,699    6.78 to 7.08       $2,556,517          1.20%  0.50% to 1.40%  2.21% to 29.03%
        2008                              339,271    5.31 to 6.93       $1,825,680          0.76%  0.50% to 1.40% -34.85% to -34.42%
        2007                              308,589    8.15 to 8.28       $2,537,465         16.64%  0.50% to 1.40% -17.68% to -16.89%
        2006                               93,125    9.90 to 9.96         $925,229          0.00%  0.50% to 1.40% -1.00% to -0.37%

    Growth & Income Fund
        2009                              586,858    6.95 to 7.77       $4,169,697          1.91%  0.50% to 1.40% 16.68% to 18.38%
        2008                              458,759    5.96 to 6.56       $2,757,610          3.25%  0.50% to 1.40% -35.43% to -34.84%
        2007                              192,047    9.23 to 9.27       $1,777,607         22.11%  0.50% to 1.40% -7.70% to -7.30%

   Neuberger Berman Advisors Management Trust
    Agency Regency Portfolio
        2009                               11,332    7.91 to 8.27          $92,288          0.62%  0.50% to 1.40% 44.64% to 46.51%
        2008                               46,000    5.41 to 5.67         $258,257          1.24%  0.50% to 1.40% -46.58% to -46.15%
        2007                               50,874   10.24 to 10.53        $531,953          4.32%  0.50% to 1.40%  0.69% to 2.83%
        2006                               23,315   10.06 to 10.24        $238,137          0.00%  0.50% to 1.40%  1.70% to 2.40%

   Premier VIT
    NACM Small Cap Portfolio
        2009                               45,527    6.68 to 8.84         $314,436          0.06%  0.50% to 1.40% 12.28% to 44.29%
        2008                               54,979    5.95 to 6.13         $332,420          0.00%  0.50% to 1.40% -42.46% to -41.94%
        2007                               37,077   10.34 to 10.49        $385,849          0.00%  0.50% to 1.40%  -0.67% to 0.19%
        2006                               41,855   10.41 to 10.47        $437,004          0.00%  0.50% to 1.40%  4.10% to 4.70%

   ProFunds VP
    Japan
        2009                                9,770    5.31 to 7.03          $52,902          0.72%  0.50% to 1.40%  8.84% to 10.41%
        2008                               12,576    4.88 to 6.37          $61,897         17.00%  0.50% to 1.40% -41.70% to -41.14%
        2007                                8,415    8.37 to 8.41          $70,629          0.00%  0.50% to 1.40% -16.30% to -15.90%

    Oil & Gas
        2009                              187,460    5.86 to 7.90       $1,532,031          0.00%  0.50% to 1.40%  2.11% to 14.87%
        2008                              138,261    5.74 to 6.88         $943,914          0.00%  0.50% to 1.40% -37.86% to -37.23%
        2007                               32,711   10.91 to 10.96        $357,927          0.00%  0.50% to 1.40%  9.10% to 9.60%

    Small-Cap
        2009                               29,883    6.91 to 8.54         $221,592          0.24%  0.50% to 1.40% 18.76% to 20.48%
        2008                               27,115    5.82 to 7.09         $158,936          0.00%  0.50% to 1.40% -31.69% to -31.07%
        2007                                6,275    8.52 to 8.56          $53,582          0.00%  0.50% to 1.40% -14.80% to -14.40%

    Ultra Mid-Cap
        2009                               38,155    4.41 to 5.41         $172,244          0.06%  0.50% to 1.40% 63.23% to 66.03%
        2008                               26,469    2.70 to 3.26          $71,736          1.59%  0.50% to 1.40% -67.86% to -67.69%
        2007                               14,937    8.40 to 8.45         $125,780          0.00%  0.50% to 1.40% -16.00% to -15.50%

   Vanguard Variable Insurance Funds
    Balanced
        2009                               43,292    9.32 to 9.53         $408,802          4.08%  0.50% to 1.40% 21.19% to 22.97%
        2008                               28,195    7.69 to 7.75         $217,908          0.00%  0.50% to 1.40%        n/a

    Total Bond Market Index
        2009                               13,469   10.72 to 11.08        $145,893          6.65%  0.50% to 1.40%  4.48% to 5.91%
        2008                               38,982   10.26 to 10.35        $402,638          0.00%  0.50% to 1.40%        n/a

    High Yield Bond
        2009                               22,162   10.42 to 10.82        $233,944          7.31%  0.50% to 1.40% 36.94% to 38.76%
        2008                                1,345    7.61 to 7.68          $10,268          0.00%  0.50% to 1.40%        n/a

    International
        2009                              428,651    7.72 to 7.90       $3,339,477          3.05%  0.50% to 1.40% 40.69% to 42.84%
        2008                              227,755    5.49 to 5.53       $1,252,399          0.00%  0.50% to 1.40%        n/a

    Mid-Cap Index
        2009                              236,872    8.09 to 8.28       $1,933,730          1.42%  0.50% to 1.40% 38.32% to 40.26%
        2008                              134,238    5.85 to 5.90         $786,714          0.00%  0.50% to 1.40%        n/a

    REIT Index
        2009                               55,505    7.43 to 7.71         $416,328          2.73%  0.50% to 1.40% 27.46% to 29.25%
        2008                               19,702    5.83 to 5.88         $115,341          0.00%  0.50% to 1.40%        n/a

    Small Company Growth
        2009                              236,102    8.43 to 9.35       $2,176,091          0.90%  0.50% to 1.40% 37.47% to 39.33%
        2008                              142,004    6.65 to 6.71         $946,871          0.00%  0.50% to 1.40%        n/a

    Short Term Investment Grade
        2009                               62,384   10.62 to 10.92        $670,277          3.61%  0.50% to 1.40% 12.28% to 13.86%
        2008                                  994    9.46 to 9.54           $9,432          0.00%  0.50% to 1.40%        n/a

    Total Stock Market Index
        2009                               49,988    7.99 to 8.36         $412,374          3.58%  0.50% to 1.40% 26.55% to 28.22%
        2008                               12,115    6.46 to 6.52          $78,662          0.00%  0.50% to 1.40%        n/a



       *     The Investment Income Ratio represents the dividends, excluding
             distributions of capital gains, received by the portfolio, net of
             management fees assessed by the fund manager, divided by the
             average net assets. This ratio excludes those expenses, such as
             mortality and expense charges, that result in direct reductions in
             the unit values. The recognition of investment income is affected
             by the timing of the declaration of dividends.


       **    The Expense Ratio represents the annualized contract expenses of
             each portfolio within the Separate Account, consisting primarily of
             mortality and expense charges, for each period indicated. The
             ratios include only those expenses that result in a direct
             reduction to unit values. Charges made directly to contract owner
             accounts through the redemption of units and expenses of the
             underlying fund are excluded.


       ***   The Total Return is calculated as the change in the unit value of
             the underlying portfolio, and reflects deductions for all items
             included in the expense ratio. The total return does not include
             any expenses assessed through the redemption of units; inclusion of
             these expenses in the calculation would result in a reduction in
             the total return presented. For newly introduced portfolios, the
             total return for the first year is calculated as the percentage of
             change from inception to the end of the period.

 

VARIABLE UNIVERSAL LIFE 4

Flexible Premium Variable Universal Life Insurance Policy

Issued By Midland National Life Insurance Company

One Sammons Plaza · Sioux Falls, SD  57193

(605) 335-5700 (telephone) · (800) 272-1642 (toll-free telephone)

(605) 373-8557 (facsimile for transaction requests) · (605) 335-3621 (facsimile for administrative requests)

through the Midland National Life Separate Account A

Variable Universal Life 4 (the “policy”) is a life insurance policy issued by Midland National Life Insurance Company.  The policy:

·provides insurance coverage with flexibility in death benefits and premiums;

·pays a death benefit if the Insured person dies while the policy is still inforce;

·can provide substantial policy fund build-up on a tax-deferred basis.  However, there is no guaranteed policy fund for amounts You allocate to the investment divisions.  You bear the risk of poor investment performance for those amounts.

·lets You borrow against Your policy, withdraw part of the net cash surrender value, or completely surrender Your policy.  There may be tax consequences to these transactions.  Loans and withdrawals affect the policy fund, and may affect the death benefit.

The policy is no longer offered for sale.  Existing policy owners may continue to pay additional premiums to their policy.

You have a limited right to examine Your policy and return it to Us for a refund. You may decide how much Your premiums will be and how often You wish to pay them, within limits.  You may also increase or decrease the amount of insurance protection, within limits.

Depending on the amount of premiums paid, this may or may not be a Modified Endowment Contract (“MEC”).  If it is a MEC, then loans and withdrawals may have more adverse tax consequences.

You may allocate Your policy fund to Our General Account and up to ten investment divisions.  Each division invests in a specified mutual fund portfolio.  The mutual fund portfolios are part of the following series funds or trusts:

1.AIM Variable Insurance Funds (Invesco Variable Insurance Funds),

2.Alger Portfolios,

3.   American Century Variable Portfolios, Inc.,

4.Fidelity^® Variable Insurance Products,

5.Goldman Sachs Variable Insurance Trust,

6.Lord Abbett Series Fund, Inc.,

7.MFS^® Variable Insurance Trusts,

8.Neuberger Berman AMT Portfolios,

9.PIMCO Variable Insurance Trust,

10.ProFunds VP,

11.Van Eck VIP Trust, and

12.Vanguard^® Variable Insurance Funds

You can choose among the fifty-eight investment divisions listed on the following page. 

Your policy fund in the investment divisions will increase or decrease based on investment performance. You bear this risk.  You could lose the amount You invest and lose Your insurance coverage due to poor investment performance.  No one insures or guarantees the policy fund allocated to the investment divisions. Separate prospectuses describe the investment objectives, policies and risks of the portfolios.

The Securities and Exchange Commission has not approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

May 1, 2010

SEPARATE ACCOUNT INVESTMENT PORTFOLIOS

Alger Capital Appreciation Portfolio	Invesco V.I. Global Health Care Fund3
Alger Large Cap Growth Portfolio	Invesco V.I. International Growth Fund4
Alger Mid Cap Growth Portfolio	Lord Abbett Series Fund, Inc. Capital Structure Portfolio5
American Century VP Capital Appreciation Fund	Lord Abbett Series Fund, Inc. Growth and Income Portfolio
American Century VP International Fund	Lord Abbett Series Fund, Inc. International Opportunities Portfolio6
American Century VP Value Fund	Lord Abbett Series Fund, Inc. Mid-Cap Value Portfolio
Fidelity VIP Asset ManagerSM Portfolio	MFSâ VIT Growth Series
Fidelity VIP Asset Manager: Growthâ Portfolio	MFSâ VIT New Discovery Series
Fidelity VIP Balanced Portfolio	MFSâ VIT Research Series
Fidelity VIP Contrafundâ Portfolio	MFSâ VIT Total Return Series
Fidelity VIP Equity-Income Portfolio	MFSâ VIT Utilities Series
Fidelity VIP Freedom 2010 Portfolio	Neuberger Berman AMT Regency Portfolio
Fidelity VIP Freedom 2015 Portfolio	PIMCO VIT High Yield Portfolio
Fidelity VIP Freedom 2020 Portfolio	PIMCO VIT Real Return Portfolio
Fidelity VIP Freedom 2025 Portfolio	PIMCO VIT Total Return Portfolio
Fidelity VIP Freedom 2030 Portfolio	ProFund VP Japan
Fidelity VIP Freedom Income Portfolio	ProFund VP Oil & Gas
Fidelity VIP Growth & Income Portfolio	ProFund VP Small-Cap Value
Fidelity VIP Growth Opportunities Portfolio	ProFund VP Ultra Mid-Cap
Fidelity VIP Growth Portfolio	Van Eck VIP Global Hard Assets Fund7
Fidelity VIP High Income Portfolio	VanguardÒ VIF Balanced Portfolio
Fidelity VIP Index 500 Portfolio	VanguardÒ VIF High Yield Bond Portfolio
Fidelity VIP Investment Grade Bond Portfolio	VanguardÒ VIF International Portfolio
Fidelity VIP Mid Cap Portfolio	VanguardÒ VIF Mid-Cap Index Portfolio
Fidelity VIP Money Market Portfolio	VanguardÒ VIF REIT Index Portfolio
Fidelity VIP Overseas Portfolio	VanguardÒ VIF Short-Term Investment-Grade Portfolio
Goldman Sachs VIT Large Cap Value Fund1	VanguardÒ VIF Small Company Growth Portfolio
Goldman Sachs VIT Structured Small Cap Equity Fund	VanguardÒ VIF Total Bond Market Index Portfolio
Invesco V.I. Financial Services Fund2	VanguardÒ VIF Total Stock Market Index Portfolio

¹Formerly Goldman Sachs VIT Growth and Income Fund    ⁵Formerly Lord Abbett Series Fund, Inc. America’s Value

²Formerly AIM V.I. Financial Services Fund                     ⁶Formerly Lord Abbett Series Fund, Inc. International Portfolio

³Formerly AIM V.I. Global Health Care Fund                  ⁷Formerly Van Eck Worldwide Hard Assets Fund

⁴Formerly AIM V.I. International Growth Fund

This prospectus generally describes only the variable portion of the policy, except where the General Account is specifically mentioned.

Buying this policy might not be a good way of replacing Your existing insurance or adding more insurance if You already own a flexible premium variable life insurance policy. 

You should read this prospectus and the current prospectuses for the funds carefully and keep them for future reference. 

TABLE OF CONTENTS

Selecting an Asset Allocation Model

POLICY BENEFITS / RISKS SUMMARY

In this prospectus “Midland National”, “We”, “Our”, “Us”, and “Company” mean Midland National Life Insurance Company.  “You” and “Your” mean the owner of the policy.  We refer to the person who is covered by the policy as the “Insured” or “Insured Person”, because the Insured person and the owner may not be the same. 

There is a list of definitions at the end of this prospectus, explaining many words and phrases used here and in the actual insurance policy.  In this prospectus, these words and phrases are generally in bold face type.

The summary describes the policy’s important risk and benefits.  The detailed information appearing later in this prospectus further explains the information discussed in the following Policy Benefits/Risks Summary.  This summary must be read along with that detailed information.  Unless otherwise indicated, the description of the policy in this prospectus assumes that the policy is inforce and that there is no outstanding policy loan.

POLICY BENEFITS

Death Benefits

Variable Universal Life 4 provides life insurance on the Insured person.  If the policy is inforce We will pay a death benefit when the Insured person dies.  You can choose between two death benefit options:

·Option 1: death benefit equals the face amount of the insurance policy.  This is sometimes called a “level” death benefit.

·Option 2: death benefit equals the face amount plus the policy fund.  This is sometimes called a “variable” death benefit.

The death benefit may be even greater in some circumstances.  See “Death Benefit” on page 26.

We deduct any policy debt and unpaid charges before paying any benefits.  The beneficiary can take the death benefit in a lump sum or under a variety of payment plans.

You may change the death benefit option You have chosen.  You may also increase or decrease the face amount of Your policy, within certain limits.

Flexible Premium Payments

You may pay premiums whenever and in whatever amount You want, within certain limits.  We require an initial minimum premium at issue, which is at least equal to one month’s minimum premium.  The minimum premium is based on the policy’s face amount and the Insured person’s age, sex and underwriting class.  We are not required to accept any premium and We currently reject premium of less than $50.00. However under current Company practice, if paid by monthly bank draft, We will accept a premium as low as $30.00.  See “Flexible Premium Payments” on page 30.

Asset Allocation Program 

We make an asset allocation service available at no additional charge for use within the policy.  The asset allocation program is designed to assist You in allocating Your net premium and policy fund among the investment choices available under the policy.  If You participate in the asset allocation program, then You must select one of the asset allocation model portfolios available under the policy; We will not make this decision.  See "Asset Allocation Program" on page 45.  There is no guarantee that a model portfolio in the asset allocation program will not lose money or experience volatility.

Minimum Premium

During the minimum premium period, Your policy will remain inforce as long as You meet the applicable minimum premium requirements.  See “Premium Provisions During the Minimum Premium Period” on page 30.

Benefits of the Policy Fund

·Withdrawing Money from Your Policy Fund.  You may make a partial withdrawal from Your policy fund. The current minimum withdrawal amount is $200.  The maximum partial withdrawal You can make is 50% of Your net cash surrender value (the policy fund minus any surrender charge and minus any policy debt).  There may be tax consequences for making a partial withdrawal.  See “Withdrawing Money From Your Policy Fund” on page 56 and “TAX EFFECTS” on page 64. 

·Surrendering Your Policy.  You can surrender Your policy for cash and then We will pay You the net cash surrender value (the policy fund minus any surrender charge and minus any outstanding policy debt).  There may be tax consequences for surrendering Your policy.  See “Surrendering Your Policy” on page 56 and “TAX EFFECTS” on page 64. 

·Policy Loans.  You may borrow up to 92% of Your netcash surrender value (the policy fund less the surrender charge minus any policy debt). Your policy will be the sole security for the loan. Your policy states a minimum loan amount, usually $200.  See “Tax Risks” on page 13.  Policy loan interest is not tax deductible on policies owned by an individual.  There may be federal tax consequences for taking a policy loan. See “TAX EFFECTS” on page 63.

·Transfers of Policy Fund.  You may transfer Your policy fund among the investment divisions and between the General Account and the various investment divisions.  Currently, We allow an unlimited number of free transfers. We reserve the right to charge a $25 fee for each transfer after the 12^th in a policy year.  We reserve the right to eliminate and/or severely restrict the transfer privilege in any manner We deem appropriate for some, all or specific policy owners.  There are additional limitations on transfers to and from the General Account. See “Transfer Of Policy Fund” on page 50 and “Transfer Limitations” on page 53.

·Dollar Cost Averaging (“DCA”).  The DCA program enables You to make scheduled monthly transfers of a predetermined dollar amount from the DCA source account (any investment division or the General Account) into one or more of the investment divisions.  The minimum monthly amount to be transferred using DCA is $200.  See “Dollar Cost Averaging” on page 53.

·Portfolio Rebalancing.  The Portfolio Rebalancing Option allows policyowners, who are not participating in a DCA program, to have Us automatically reset the percentage of policy fund allocated to each investment division to a pre-set level.  At each policy anniversary, We will transfer amounts needed to “balance” the policy fund to the specified percentages selected by You.  See “Portfolio Rebalancing” on page 54.

Tax Benefits

We intend for the policy to satisfy the definition of life insurance under the Internal Revenue Code.  Assuming that the policy does satisfy that definition, the death benefit generally should be excludable from the gross income of its recipient.  Similarly, You should not be deemed to be in constructive receipt of the policy value (the policy fund), and therefore should not be taxed on increases in the policy fund until You take out a loan or withdrawal, surrender the policy, or We pay the maturity benefit.  In addition, transfers of policy funds (among the investment divisions and between the General Account and the various investment divisions) are not taxable transactions.

See “Tax Risks” on page 13 and “TAX EFFECTS” on page 64.  You should consult a qualified tax advisor for assistance in all policy-related tax matters.

Additional Benefits

Your policy may have one or more supplemental benefits that are options or attached by rider to the policy.  Each benefit is subject to its own requirements as to eligibility and additional cost.  The additional benefits that may be available to You are:

·Accidental Death Benefit Rider	·Extended Maturity Option
·Additional Insured Rider	·Family Insurance Rider*
·Automatic Benefit Increase Provision Rider*	·Flexible Disability Benefit Rider
·Benefit Extension Rider	·Guaranteed Insurability Rider
·Children’s Insurance Rider*	·Living Needs Rider
·Children’s Insurance Rider 2	·Waiver of Charges Rider

*No longer available for issue on new or inforce policies.

Some of these benefits may have tax consequences and there are usually extra charges for them.  Please consult Your tax advisor before selecting or exercising an additional benefit.

Your Right to Examine This Policy

For a limited period of time, as specified in Your policy, You have a right to examine and return Your policy for a refund.  See “Your Right To Examine this Policy” on page 71. 

POLICY RISKS

Investment Risk

Your policy fund in the investment divisions will increase or decrease based on investment performance of the underlying portfolios. You bear this risk. We deduct fees and charges from Your policy fund, which can significantly reduce Your policy fund.  During times of poor investment performance, the deduction of fees and charges based on the net amount at risk will have an even greater negative impact on Your policy fund. If You allocate net premium to the General Account, then We credit Your policy fund in the General Account with a declared rate of interest.  You assume the risk that the interest rate on the General Account may decrease, although, it will never be lower than a guaranteed minimum annual effective rate of 3.5%.  No one insures or guarantees any of the policy fund in the investment divisions. Separate prospectuses describe the investment objectives, policies, and risks of the portfolios. You should purchase the policy only if You have the financial ability to keep it inforce for a substantial period of time.  You should not purchase the policy if You intend to surrender all or part of the policy value in the near future. 

This policy is not suitable as a short-term investment.

Surrender Charge Risk

If You surrender Your policy for its net cash surrender value or let Your policy lapse during the surrender charge period, We will deduct a surrender charge. The surrender charge period is the first 15 policy years after the date of issue or an increase in face amount. It is possible that You will receive no net cash surrender value if You surrender Your policy, especially in the first few policy years.  See “Surrender Charge” on page 62. Taxes and a tax penalty may apply. See “TAX EFFECTS” on page 64.

Withdrawing Money

Withdrawals will reduce Your policy fund.  Withdrawals, especially those taken during periods of poor investment performance, could considerably reduce or eliminate some benefits or guarantees of the policy. 

We will deduct a withdrawal charge if You make more than one withdrawal in any given policy year.  The maximum partial withdrawal You can make in any policy year is 50% of the net cash surrender value. Taxes and a tax penalty may apply. See “TAX EFFECTS” on page 64. 

Risk of Lapse

Your policy can lapse if the net cash surrender value is not sufficient to pay the monthly deductions.

·Planned Premium.  You choose a planned periodic premium. Butpayment of the planned premiums may not ensure that Your policy will remain inforce.  Additional premiums may be required to keep Your policy from lapsing.  You need not pay premiums according to the planned schedule.  Whether Your policy lapses or remains inforce can depend on the amount of Your policy fund (less any policy debt and surrender charge). The policy fund, in turn, depends on the investment performance of the investment divisions You select. (The policy fund also depends on the premiums You pay and the charges We deduct.) However, You can ensure that Your policy stays inforce during the minimum premium period by paying premiums equal to those required to meet the accumulated minimum premium amount requirements described in “Premium Provisions During The Minimum Premium Period” on page 30.

Nevertheless, the policy can lapse (1) during the minimum premium period if You do not meet the minimum premium requirements and (2) after the minimum premium period no matter how much You pay in premiums, if the net cash surrender value is insufficient to pay the monthly deductions (subject to the grace period). See “Your Policy Can Lapse” on page 71. Taxes and a tax penalty may apply.

·Policy Loans.  Your loan may affect whether Your policy remains inforce. Your policy may lapse because the loaned amount cannot be used to cover the monthly deductions that are taken .  If Your loan lowers the value of Your policy fund to a point where the monthly deductions are greater than Your policy’s net cash surrender value, then the policy’s lapse provision may apply.  For more details see “Policy Loans” on page 54.  Taxes and a tax penalty may apply.

·Surrender Charge Period. If You allow Your policy to lapse during the surrender charge period, We will deduct a surrender charge.

Loan Risks

Taking a policy loan will have a permanent effect on Your policy fund and benefits under Your policy.  A policy loan will reduce the death benefit proceeds or any benefit paid on the maturity date (i.e., the policy anniversary after the Insured person's 120^th birthday), and the net cash surrender value of Your policy.  Taking a policy loan also may make your policy more susceptible to lapse, and may have tax consequences.  See "Policy Loans" on page 54 and "Tax Effects" on page 64.

Tax Risks

In order to qualify as a life insurance policy for federal income tax purposes and to receive the tax treatment normally accorded life insurance policies under federal tax law, a policy must satisfy certain requirements which are set forth in the Internal Revenue Code.  Guidance as to how these requirements are to be applied is limited.  Nevertheless, We believe that a policy issued on a standard rate class basis should satisfy the applicable requirements.  There is less guidance, however, with respect to policies issued on a substandard basis and it is not clear whether such policies will in all cases satisfy the applicable requirements particularly if You pay the full amount of premiums under the policy. 

Depending on the total amount of premiums You pay, the policy may be treated as a modified endowment contract under federal tax laws.  If a policy is treated as a modified endowment contract, then surrenders, withdrawals, and loans under the policy will be taxable as ordinary income to the extent there are earnings in the policy.  In addition, a 10% penalty tax may be imposed on surrenders, withdrawals, and loans taken before You reach age 59 ½.  If the policy is not a modified endowment contract, then distributions generally will be treated first as a return of basis or investment in the policy and then as taxable income.  Moreover, loans will generally not be treated as distributions.  Finally, neither distributions nor loans from a policy that is not a modified endowment contract are subject to the 10% penalty tax.

This policy may be purchased with the intention of accumulating policy fund on a tax-free basis for some period (such as,until retirement) and then periodically borrowing from the policy without allowing the policy to lapse.  The aim of this strategy is to continue borrowing from the policy until its policy value is just enough to pay off the policy loans that have been taken out and then relying on the Benefit Extension Rider to keep the policy in force until the death of the Insured.  Anyone contemplating taking advantage of this strategy should be aware that it involves several risks.  First, if the death benefit under the Benefit Extension Rider is lower than the policy’s original death benefit, then the policy might become a MEC which could result in a significant tax liability attributable to the balance of any policy debt.  Second, this strategy will fail to achieve its goal if the policy is a MEC or becomes a MEC after the periodic borrowing begins.  Third, this strategy has not been ruled on by the Internal Revenue Service (the “IRS”) or the courts and it may be subject to challenge by the IRS, since it is possible that loans under this policy may be treated as taxable distributions when the rider causes the policy to be converted to a fixed policy.  In that event, assuming policy loans have not already been subject to tax as distributions, a significant tax liability could arise.  Anyone considering using the policy as a source of tax-free income by taking out policy loans should, before purchasing the policy, consult with and rely on a competent tax advisor about the tax risks inherent in such a strategy.

See “TAX EFFECTS” on page 63.  You should consult a qualified tax advisor for assistance in all policy-related tax matters.

Risk of Increases in Charges

Certain fees and charges assessed against the policy are currently at levels below the guaranteed maximum levels.  We may increase these fees and charges up to the guaranteed maximum level.  If fees and charges are increased, the risk that the policy will lapse increases and You may have to increase the premiums to keep the policy inforce.

Portfolio Risks

A comprehensive discussion of the risks of each portfolio may be found in each portfolio’s prospectus.  Please refer to the portfolios’ prospectuses for more information.

There is no assurance that any portfolio will achieve its stated investment objective.

FEE TABLE

The following tables describe the fees and expenses that You will pay when buying, owning, and surrendering the policy.  The first table describes the fees and expenses that You will pay at the time You make premium payments, take cash withdrawals, surrender the policy, exercise certain riders or transfer policy funds between investment divisions.

Transaction Fees
Charge	When Charge Is Deducted	Amount Deductedi
		Maximum Guaranteed Charge	Current Charge
Premium Loads
Premium Charge	Upon receipt of a premium payment.	6.5% of each premium payment in all policy years.	6.5% of each premium payment received in policy years 1 through 15.
Civil Service Allotment Service Charge	Upon receipt of a premium payment where Civil Service Allotment is chosen.	$0.46 from each bi-weekly premium payment.	$0.46 from each bi-weekly premium payment.
Surrender Chargeii (Deferred Sales Charge) Minimum and Maximum	At the time of surrender or lapse that occurs during the first 15 policy years or the first 15 policy years following a face amount increase.	$12.00 up to $52.50 in the first policy year per $1,000 of face amount.iii	$12.00 up to $52.50 in the first policy year per $1,000 of face amountiii.
Charge for a male Insured issue age 40 in the nonsmoker premium class in the first policy year		$21.50 per $1,000 of face amount.	$21.50 per $1,000 of face amount.
Partial Withdrawal Charge	Upon partial withdrawal.	Lesser of $25 or 2% of amount withdrawn on any withdrawal after the first one in any policy year.	Lesser of $25 or 2% of the amount withdrawn on any withdrawal after the first one in any policy year.
Transfer Fees	Upon transfer of any money from the investment divisions or the General Account.	$25 on each transfer after the 12th transfer in any one policy year.	$0 on all transfers.
Additional Benefits Charges
Living Needs Rider	At the time a benefit is paid out	$500.00	$200.00iv

The next table describes the fees and expenses that You will pay periodically during the time that You own the policy, not including mutual fund portfolio fees and expenses.

Periodic Fees Related to Owning the Policy Other than Portfolio Operating Expenses
Charge	When Charge Is Deducted	Amount Deductedi
		Maximum Guaranteed Charge	Current Charge
Cost of Insurance Deductionv Minimum and Maximum	On the policy date and on every monthly anniversary.	$0.06 up to $83.33 per $1,000 of net amount at riskvi per month.	$0.05 up to $30.37 per $1,000 of net amount at risk per month.
Charges for a male Insured issue age 40 in the nonsmoker premium class in the first policy year.		$0.20 per $1,000 of net amount at risk per month.	$0.16 per $1,000 of net amount at risk per month.
Expense Charge	On the policy date and on every monthly anniversary.	$7 per month in all policy years.	$7 per month in all policy years.
Mortality and Expense Risk Charge	On each day the policy remains inforce.	Annual rate of 0.90% of the policy Separate Account assets in all  policy years.	Annual rate of 0.90% of the policy Separate Account assets in policy years 1 – 10 and 0.25% thereafter.
Loan Interest Spreadvii	On policy anniversary or earlier, as applicableviii.	4.50% (annually) in policy years 1-10; In policy years thereafter, it is 0.00% (annually) on loans of earnings  and 4.50% on everything elseviii.	2.00% (annually) in policy years 1-10; In policy years thereafter, it is 0.00% (annually) on loans of earnings and 2.00% on everything elseviii.
Additional Benefits Chargesix
Accidental Death Benefit Rider Minimum and Maximum	On rider date and each monthly anniversary thereafter.	$0.03 up to $0.09 per month per $1,000 of accidental death benefit selected.	$0.03 up to $0.09 per month per $1,000 of accidental death benefit selected.
Charge for a male Insured attained age 40 in the nonsmoker premium class in the first policy year following the rider date		$0.08 per month per $1,000 of accidental death benefit.	$0.08 per month per $1,000 of accidental death benefit.
Additional Insured Rider Minimum and Maximum	On rider date and each monthly anniversary thereafter.	$0.06 up to $83.33 per month per $1,000 of Additional Insured Rider death benefit.	$0.05 up to $30.37 per month per $1,000 of Additional Insured Rider death benefit.
Charge for a female Insured attained age 40 in the nonsmoker premium class in the first policy year following the rider date.		$0.18 per month per $1,000 of Additional Insured Rider death benefit.	$0.12 per month per $1,000 of Additional Insured Rider death benefit.
Children's Insurance Rider*	On rider date and each monthly anniversary thereafter.	$0.52 per month per $1,000 of Children's Insurance benefit.x	$0.52 per month per $1,000 of Children's Insurance benefit.
Children's Insurance Rider 2	On rider date and each monthly anniversary thereafter.	$0.50 per month per $1,000 of Children's Insurance benefit.xi	$0.50 per month per $1,000 of Children's Insurance benefit.
Family Insurance Rider*	On rider date and each monthly anniversary thereafter.	$1.72 per month per unit of Family Insurance Rider.xii	$1.72 per month per unit of Family Insurance Rider.
Flexible Disability Benefit Rider Minimum and Maximum	On rider date and each monthly anniversary thereafter until the policy anniversary on which the Insured reaches attained age 60.	$0.27 up to $0.80 per month per $10 of monthly benefit.	$0.27 up to $0.80 per month per $10 of monthly benefit.
Charge for a male Insured issue age 40 in the nonsmoker premium class.		$0.50 per month per $10 of monthly benefit.	$0.50 per month per $10 of monthly benefit.
Guaranteed Insurability Rider Minimum and Maximum	On rider date and each monthly anniversary thereafter.	$0.05 up to $0.17 per month per $1,000 of Guaranteed Insurability benefit elected.	$0.05 up to $0.17 per month per $1,000 of Guaranteed Insurability benefit elected.
Charge for a male Insured issue age 30 in the nonsmoker premium class		$0.13 per month per unit of Guaranteed Insurability Rider.	$0.13 per month per unit of Guaranteed Insurability Rider.
Waiver of Charges Rider Minimum and Maximum	On rider date and each monthly anniversary thereafter.	$0.01 up to $0.12 per month per $1,000 of face amount.	$0.01 up to $0.12 per month per $1,000 of face amount.
Charge for a male Insured issue age 40 in the nonsmoker premium class in the first policy year		$0.02 per month per $1,000 of face amount.	$0.02 per month per $1,000 of face amount.

i Some of these charges are rounded off in accordance with regulations of the U.S. Securities and Exchange Commission.  Actual charges may be somewhat higher or lower.

ⁱⁱThe surrender charge varies based upon the sex, issue age, and rating class of the Insured person on the issue date.  The surrender charges shown in the table may not be representative of the charges that You will pay.  Your policy’s data page will indicate the surrender charge applicable to Your policy.  For more detailed information concerning Your surrender charges, please contact Our Executive Office.

ⁱⁱⁱ These charges decrease gradually in policy years 2 through 15 to $0.00 for policy years 16 and thereafter.  An increase in face amount establishes a new surrender charge schedule for the amount of the increase in face amount based upon the sex, attained age and rating class at the time the face amount increase becomes effective.

^ivCurrently, We charge an administrative fee of $200 at the time benefits are paid from this rider.  We reserve the right to increase this fee.

vThe cost of insurance rate varies based upon a number of factors, including, but not limited to,  the sex, attained age, and rating class of the Insured person at the time of the charge.  The cost of insurance deductions shown in the table may not be representative of the charges that You will pay.  Your policy’s data page will indicate the cost of insurance deduction applicable to Your policy.  For more detailed information concerning Your cost of insurance deductions, please contact Our Executive Office. We may place an Insured in a substandard underwriting class with ratings that reflect higher mortality risks and that result in a higher cost of insurance deduction.

^viAs of any monthly anniversary, the net amount at risk is the death benefit less the policy fund (after all deductions for that monthly anniversary, except the cost of insurance deduction).

^viiThe Loan Interest Spread is the difference between the amount of interest We charge You for a loan (guaranteed not to exceed a maximum of 8.00% annually) and the amount of interest We credit to the amount in Your loan account (which is 3.50% annually).

^viii While a policy loan is outstanding, loan interest is charged in arrears on each policy anniversary or, if earlier, on the date of loan repayment, policy lapse, surrender, policy termination, or the Insured’s death.  The “earnings” are equal to the policy fund less the premiums paid.

^ix Charges for these riders may vary based on the policy duration, Insured’s issue or attained age, sex, risk class, and benefit amount.  Charges based on attained age may increase as the Insured ages.  The rider charges shown in the table may not be typical of the charges You will pay.  Your policy’s specification page will indicate the rider charges applicable to Your policy, and more detailed information concerning these rider charges is available upon request from Our Executive Office.

xRegardless of the number of children or their age, up to age 21.

^xiRegardless of the number of children or their age, up through age 18.

^xiiRegardless of the number of children or their age, up to age 21, or the age of the spouse.  A unit of coverage provides for a decreasing term insurance benefit for the spouse that is shown in the rider form You receive with Your policy as well as $1,000 of term insurance for each of the Insured’s children.

*No longer available for issue on new or inforce policies.

The next item shows the lowest and highest total operating expenses deducted from portfolio assets (before waiver or reimbursement) during the fiscal year ended December 31, 2009.  Expenses of the portfolios may be higher or lower in the future.  More detail concerning each portfolio’s fees and expenses is contained in the prospectus for each portfolio.

Total Annual Portfolio Operating Expenses:

	Lowest	Highest
Total Annual Portfolio Operating Expenses1 (total of all expenses that are deducted from portfolio assets, including management fees, distribution or service fees (12b-1 fees), and other expenses)	0.10%	2.03%

¹ The portfolio expenses used to prepare this table were provided to Midland National Life by the funds or their fund managers.  Midland National Life has not independently verified such information.  The expenses reflect those incurred as of December 31, 2009.  Current or future expenses may be greater or less than those shown.

These fees and expenses are paid out of the assets of the portfolio companies.  A comprehensive discussion of the risks, charges and expenses of each portfolio company may be found in the portfolio company’s prospectus.  You can obtain a current copy of the portfolio companies’ prospectuses by contacting to Us at:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD 57193

Phone: (800) 272-1642

Fax: (605) 335-3621

For information concerning compensation paid for the sale of the policies, see “DISTRIBUTION OF THE POLICIES” on page 79.

SUMMARY OF VARIABLE UNIVERSAL LIFE 4

DEATH BENEFIT OPTIONS

Variable Universal Life 4 provides life insurance on the Insured person.  If the policy is inforce We will pay a death benefit when the Insured person dies.  You can choose between two death benefit options:

·Option 1: death benefit equals the face amount of the insurance policy.  This is sometimes called a “level” death benefit.

·Option 2: death benefit equals the face amount plus the policy fund.  This is sometimes called a “variable” death benefit.

The death benefit may be even greater in some circumstances.  See “Death Benefit” on page 26.

We deduct any policy debt and unpaid charges before paying any benefits.  The beneficiary can take the death benefit in a lump sum or under a variety of payment plans.

The minimum face amount is generally $50,000.  However, for:

·Insured persons, age 0 to 14 at issue, the minimum face amount is $25,000; and

·Insured persons age 20 to 44 at issue who are in the preferred non-smoker rate class, the minimum face amount is $100,000.

You may change the death benefit option You have chosen.  You may also increase or decrease the face amount of Your policy, within limits.

Flexible Premium Payments

You may pay premiums whenever and in whatever amount You want, within certain limits.  We require an initial minimum premium at issue, which is at least equal to one month’s minimum premium.  The minimum premium is based on the policy’s face amount and the Insured person’s age, sex and underwriting class.  We are not required to accept any premium and We currently reject any premium of less than $50.00.  However, under current Company practice, if paid by monthly bank draft, We will accept a premium as low as $30.00.

You may choose a planned periodic premium.  Butpayment of the planned premiums does not ensure that Your policy will remain inforce.  Additional premiums may be required to keep Your policy from lapsing.  You need not pay premiums according to the planned schedule.  Whether Your policy lapses or remains inforce can depend on the amount of Your policy fund (less any policy debt and surrender charge).  The policy fund, in turn, depends on the investment performance of the investment divisions You select.  (The policy fund also depends on the premiums You pay and the charges We deduct.)  However, You can ensure that Your policy stays inforce during the minimum premium period by paying premiums at least equal to those required to meet the accumulated minimum premium amount requirement described in “Premium Provisions During The Minimum Premium Period” on page 30. 

INVESTMENT CHOICES

You may allocate Your policy fund to up to ten of the fifty-eight available investment divisions.

You bear the complete investment risk for all amounts allocated to any of these investment divisions.  For more information, see “The Funds” on page 37.You may also allocate Your policy fund to Our General Account, where We guarantee the safety of principal and a minimum interest rate.  See the “THE GENERAL ACCOUNT” on page 57.

YOUR POLICY FUND

Your policy fund begins with Your first premium payment.  From Your premium We deduct a premium charge, and any applicable service charge, as described in the “Deductions From Your Premiums” section on page 59, and the first monthly deduction as described in the “Monthly Deductions From Your Policy Fund” section on page 60.  The balance of the premium is Your beginning policy fund.

Your policy fund reflects:

·the amount and frequency of premium payments,

·deductions for the cost of insurance, additional benefits, and other charges,

·the investment performance of Your chosen investment divisions,

·interest earned on amounts allocated to the General Account,

·impact of loans, and

·impact of partial withdrawals.

There is no guaranteed policy fund for amounts allocated to the investment divisions.

See “The Policy Fund” on page 48.

Transfers

You may transfer Your policy fund among the investment divisions and between the General Account and the various investment divisions.  We require a minimum amount for each transfer, usually $200.  Currently, We allow an unlimited number of free transfers.  We reserve the right to charge a $25 fee after the 12^th transfer in a policy year.  There are additional limitations on transfers to and from the General Account.  See “Transfer Of Policy Fund” on page 50.  Completed transfer requests received at Our Executive Office in good order before the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed transfer request after the close of regular trading on the New York Stock Exchange, We will process the transfer request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange.  We reserve the right to eliminate and/or severely restrict the transfer privilege in any manner We deem appropriate for some, all or specific policy owners. 

Policy Loans

You may borrow up to 92% of Your net cash surrender value (the policy fund less the surrender charge, minus any policy debt).  Your policy will be the sole security for the loan.  Your policy states a minimum loan amount, usually $200.  Policy loan interest accrues daily at an annually adjusted rate.  See “Policy Loans” on page 54.  Policy loan interest is not tax deductible on policies owned by an individual.  There may be federal tax consequences for taking a policy loan See “TAX EFFECTS” on page 63.

If You use a third party registered investment adviser in connection with allocations among the investment divisions, You can request that We take loans from Your policy to pay the advisory fees provided We have received documentation in good order from You and Your adviser.  This does not constitute Us providing investment advice.  Before taking a policy loan, You should consult a tax advisor to consider the tax consequences of a loan on Your life insurance policy.  See “TAX EFFECTS” on page 64.

Withdrawing Money

You may make a partial withdrawal from Your policy fund.  The current minimum withdrawal amount is $200.  The maximum partial withdrawal You can make in any policy year is 50% of the net cash surrender value.  The net cash surrender value is the policy fund minus any surrender charge minus any policy debt.  Withdrawals are subject to other requirements.  If You make more than one withdrawal in a policy year, then We deduct a service charge (no more than $25) for each subsequent withdrawal.  See “Withdrawing Money From Your Policy Fund” on page 56.  Withdrawals could considerably reduce or eliminate some benefits or guarantees of the policy.  Withdrawals and surrenders may have negative tax effects.  See “TAX EFFECTS” on page 63.  Completed partial withdrawal requests received in good order at Our Executive Office before the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed partial withdrawal request after the close of regular trading on the New York Stock Exchange, We will process the partial withdrawal request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange. Withdrawals are effected at unit values determined at the close of business on the day the withdrawal takes effect.

Surrendering Your Policy

You can surrender Your policy for cash and then We will pay You the net cash surrender value.  A surrender charge will be deducted if You surrender Your policy or allow it to lapse during the surrender charge period. It is possible that You will receive no net cash surrender value if You surrender Your policy, especially in the first few policy years.  Taxes and a tax penalty may apply.  See “Surrendering Your Policy” on page 56 and “TAX EFFECTS” on page 64.

Completed surrender requests received in good order at Our Executive Office before the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed surrender request after the close of regular trading on the New York Stock Exchange, We will process the surrender request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange.

DEDUCTIONS AND CHARGES

Deductions From Your Premiums

We deduct a 6.5% premium charge from each premium payment.  Currently, We intend to eliminate this premium charge after 15 policy years.  (This elimination is not guaranteed).  This charge partially reimburses Us for the selling and distribution costs of this policy and for premium taxes We pay.  If You elect to pay premiums by Civil Service Allotment, We also deduct a 46¢ (forty-six cents) service charge from each bi-weekly premium payment.  See “Deductions From Your Premiums” on page 59.

Deductions From Your Policy Fund

Certain amounts are deducted from Your policy fund monthly.

These are:

·an expense charge of $7.00

·a cost of insurance deduction.  The amount of this charge is based on a number of factors, including, but not limited to, the Insured person’s attained age, sex, risk class, and the amount of insurance under Your policy; and

·charges for additional benefits.

In addition, We can deduct fees when You make:

·a partial withdrawal of net cash surrender value more than once in a policy year or

·more than twelve transfers a year between investment divisions.  (We currently waive this charge).

See “Monthly Deductions From Your Policy Fund” on page 60.

We also deduct a daily charge at an annual rate of 0.90% of the assets in every investment division.  We currently intend to reduce this charge to 0.25% after the 10^th policy year.  (This reduction is not guaranteed.)  This charge is for certain mortality and expense risks.

Surrender Charge

We deduct a surrender charge only if You surrender Your policy for its net cash surrender value or let Your policy lapse during the surrender charge period (this period is the earlier of 15 policy years or attained age 95).  If You keep this policy inforce for longer than the surrender charge period, then You will not incur a surrender charge.

The surrender charge varies by the issue age, sex and class of the Insured at the time of issue.  The per $1,000 of face amountsurrender charge is highest in the first year of Your policy and decreases to $0.00 after the end of the surrender charge period (this period is the earlier of (a)15 policy years after the date of issue or an increase in face amount or (b) attained age 95).  For example, a male with an issue age of 35 and a class of preferred nonsmoker will have a first year surrender charge of $19.00 per $1,000 of face amount, but a male issue of age 65 and a class of preferred nonsmoker will have a first year surrender charge of $50.00 per $1,000 of face amount.  The maximum first year surrender charge for all ages, sexes, and classes is $52.50 per $1,000 of face amount.  The $52.50 per $1,000 of face amountsurrender charge occurs for males issued at a smoker class with issue ages at 58 or older.

The surrender charge at the time of surrender is determined by multiplying the surrender charge listed in Your policy form, for the appropriate policy year, times the appropriate face amount of insurance and dividing by 1,000 per face amount.  If You decrease Your face amount after Your policy is issued, the surrender charge will not change.  If You increase Your face amount after Your policy is issued, We will send You an endorsement, which specifies the surrender charges and a new 15-year surrender period for the amount of the increase.  See “Surrender Charge” on page 62 for a full description of how the new surrender charges are determined for a face amount increase and for examples of the surrender charges for various issue ages, sexes and classes.

ADDITIONAL INFORMATION ABOUT THE POLICIES

Your Policy Can Lapse

Your policy remains inforce if the net cash surrender value can pay the monthly deductions.  In addition, during the minimum premium period, Your policy will remain inforce as long as You meet the applicable minimum premium requirements.  However, the policy can lapse (1) during the minimum premium period if You do not meet the minimum premium requirements and (2) after the minimum premium period no matter how much You pay in premiums, if the net cash surrender value is insufficient to pay the monthly deductions (subject to the grace period).  See “Your Policy Can Lapse” on page 71.

Correspondence and Inquiries

You can write to Us at Our Executive Office to pay premiums, send correspondence or take any other action, such as transfers between investment divisions, or changes in face amount, regarding Your policy.  Our Executive Office is located at:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD  57193

(800) 272-1642

You also may send correspondence and transaction requests to Us by facsimile to Our Executive Office.   If You are submitting an administrative request, please fax it to (605) 335-3621.  Any administrative requests sent to another number or address may not be considered received in Our Executive Office and will not receive that day’s price.  Some examples of administrative requests would be:

·Ownership changes

·Beneficiary changes

·Collateral Assignments

·Address changes

·Request for general policy information

·Adding or Canceling Riders or Additional Benefits

If You are submitting a transaction request, please fax it to (605) 373-8557.  Any transaction requests sent to another number or address may not be considered received in Our Executive Office and will not receive that day’s price.  Some examples of transaction requests would be:

·Partial Withdrawals

·Loan/Surrender requests

·Transfers among funds

·Fund or General Account additions/deletions

·Premium allocation changes

·Monthly deduction changes

·Dollar Cost Averaging set-up

·Portfolio rebalancing set-up

The procedures We follow for facsimile requests include a written confirmation sent directly to You following any transaction request.  We may record all telephone requests.  We will employ reasonable procedures to confirm that instructions communicated by telephone or facsimile are genuine.  The procedures We follow for transactions initiated by telephone may include requirements that callers identify themselves and the policy owner by name, social security number, date of birth of the owner or the Insured, or other identifying information.  We only allow certain transaction requests to be made with a telephone request.  Partial withdrawal, surrender and loan requests must be in good order, and may be made in writing or by facsimile to Our Executive Office.  Facsimile and telephone correspondence and transaction requests may not always be available.  Facsimile and telephone systems can experience outages or slowdowns for a variety of reasons.  These outages or slowdowns may prevent or delay Our receipt of Your request.  If You are experiencing problems, You should make Your correspondence and transaction request in writing.  There are risks associated with requests made by facsimile or telephone when the original request is not sent to Our Executive Office.  You bear these risks.  Accordingly, We disclaim any liability for losses resulting from allegedly unauthorized facsimile or telephone requests that We believe are genuine. 

State Variations

Certain provisions of the policies may be different than the general description in the prospectus, and certain riders and options may not be available, because of legal restrictions in Your state.  See Your policy for specific variations since any such variations will be included in Your policy or in riders or endorsements attached to Your policy.  See Your agent or contact Our Executive Office for additional information that may be applicable to Your state.

Tax-Free “Section 1035” Exchanges

You can generally exchange one life insurance policy for another in a “tax-free exchange” under Section 1035 of the Internal Revenue Code.  Before making an exchange, You should compare both policies carefully.  Remember that if You exchange another policy for the one described in this prospectus, You might have to pay a surrender charge and income taxes, including a possible penalty tax, on Your old policy, and there will be a new surrender charge period for this policy and other charges may be higher (or lower) and the benefits may be different.  You should not exchange another policy 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 policy (that person will generally earn a commission if You buy this policy through an exchange or otherwise).  If You purchase the policy in exchange for an existing life insurance policy from another company, We may not receive Your premium payment from the other company for a substantial period of time after You sign the application and send it to Us, and We cannot credit Your premium to the policy until We receive it. You should consult with and rely on a tax advisor if you are considering a policy exchange.  See “TAX EFFECTS” on page 64.

DETAILED INFORMATION ABOUT VARIABLE UNIVERSAL LIFE 4

INSURANCE FEATURES

This prospectus describes Our Variable Universal Life 4 policy.  There may be contractual variances because of requirements of the state where Your policy is delivered.

How the Policies Differ From Whole Life Insurance

Variable Universal Life 4 provides insurance coverage with flexibility in death benefits and premium payments.  It enables You to respond to changes in Your life and to take advantage of favorable financial conditions.  The policy differs from traditional whole life insurance because You may choose the amount and frequency of premium payments, within limits.

In addition, Variable Universal Life 4 has two types of death benefit options.  You may switch back and forth between these options.  The policy also allows You to change the face amount (within limits) without purchasing a new insurance policy.  However, evidence of insurability may be required.

Variable Universal Life 4 is “variable“ life insurance because the policy fund and other benefits will vary up or down depending on the investment performance of the investment divisions or options You select.  You bear the risk of poor investment performance, but You get the benefit of good performance.

Application for Insurance

To apply for a policy You must submit a completed application, in good order.  We decide whether to issue a policy based on the information in the application and Our standards for issuing insurance and classifying risks.  If We decide not to issue a policy, then We will return the sum of premiums paid plus interest credited.  The maximum issue age is 80.

There may be delays in Our receipt of applications that are outside of Our control because of the failure of the selling broker-dealer or life insurance agent to forward the application to Us promptly, or because of delays in determining that the policy is suitable for You.  Any such delays will affect when Your policy can be issued and when Your net premium is allocated among Our General Account and/or investment divisions.

We offer other variable life insurance policies that have different death benefits, policy features, and optional benefits.  However, these other policies also have different charges that would affect Your investment performance and policy fund.  To obtain more information about these other policies, contact Our Executive Office.

Death Benefit

As long as Your policy remains inforce, We will pay the death benefit to the beneficiary when the Insured dies (outstanding policy debt will be deducted from the proceeds). 

As the owner, You may choose between two death benefit options:

·Option 1 provides a benefit that equals the face amount of the policy.  This “level” death benefit is for owners who prefer insurance coverage that does not vary in amount and has lower insurance charges.  Except as described below, the Option 1 death benefit is level or fixed at the face amount.

·Option 2 provides a benefit that equals the face amount of the policy plus the policy fund on the day the Insured person dies.  This “variable” death benefit is for owners who prefer to have investment performance reflected in the amount of their insurance coverage.  Under Option 2, the value of the death benefit fluctuates with Your policy fund.

Under both options, federal tax law may require a greater benefit.  This benefit is a percentage multiple of Your policy fund.  The percentage declines as the Insured person gets older (this is referred to as the “corridor” percentage).  The minimum death benefit will be Your policy fund on the day the Insured dies multiplied by the percentage for his or her age.  For this purpose, age is the attained age (last birthday) at the beginning of the policy year of the Insured person’s death.  A table of corridor percentages and some examples of how they work are in the statement of additional information which is available free upon request (see back cover).

Under either option, the length of time Your policy remains inforce depends on the net cash surrender value of Your policy and whether You meet minimum premium period requirements.  Your coverage lasts as long as Your net cash surrender value can cover the monthly deductions from Your policy fund.  In addition, during the minimum premium period, Your policy remains inforce if the sum of Your premium payments (minus any loans or withdrawals) is greater than the sum of the monthly minimum premiums for all of the policy months since the policy was issued.

The investment performances of the investment divisions and the interest earned in the General Account affect Your policy fund.  Therefore, the returns from these investment options can affect the length of time Your policy remains inforce.

The minimum initial face amount generally is $50,000.  For issue ages 0-14 the minimum face amount is $25,000.  For issue ages 20 to 44 in the preferred non-smoker rate class, the minimum face amount is $100,000.

Notice and Proof of Death

We require satisfactory proof of the Insured person’s death before We pay the death benefit.  That can be a certified copy of a death certificate, a written statement by the attending physician, a certified copy of a decree of a court of competent jurisdiction as to the finding of death, or any other proof satisfactory to Us.

Payment of Death Benefits and Lump Sum Payments

In most cases, when a death benefit is paid in a lump sum We will pay the death benefit by establishing an interest bearing draft account, called the "Midland Access Account," for the beneficiary, in the amount of the death benefit proceeds.  We will send the beneficiary a draft account book and the beneficiary will have access to the account simply by writing a draft for all or any part of the amount of the death benefit.  We do not guarantee to credit a minimum interest rate on amounts left in the Midland Access Account. Any interest paid on amounts in the Midland Access Account are currently taxable to the beneficiary. 

The Midland Access Account is a draft account and is part of Our General Account.  It is not a bank account or a checking account and it is not insured by the FDIC or any government agency.  As part of Our General Account, it is subject to the claims of Our creditors.  We receive a benefit from all amounts left in the Midland Access Account.

Maturity Benefit

If the Insured person is still living on the maturity date, We will pay the owner the policy fund minus any outstanding loans.  The policy will then end.  The maturity date is the policy anniversary after the Insured person’s 100th birthday.  See “Maturity Date” on page 72.  In certain circumstances, You may extend the maturity date (doing so may have tax consequences).  See “TAX EFFECTS” on page 64.

Changes In Variable Universal Life 4

Variable Universal Life 4 gives You the flexibility to choose from a variety of strategies that enable You to increase or decrease Your insurance protection.

A reduction in face amount lessens the emphasis on a policy’s insurance coverage by reducing both the death benefit and the amount of pure insurance provided.  The amount of pure insurance is the difference between the policy fund and the death benefit.  This is the amount of risk We take.  A reduced amount at risk results in lower cost of insurance deductions from Your policy fund.

A partial withdrawal reduces the policy fund and may reduce the death benefit, while providing You with a cash payment, but generally does not reduce the amount at risk.  Choosing not to make premium payments may have the effect of reducing the policy fund.  Under death benefit option 1, reducing the policy fund increases the amount at risk (thereby increasing the cost of insurance deductions) while leaving the death benefit unchanged; under death benefit option 2, it decreases the death benefit while leaving the amount at risk unchanged.

Increases in the face amount have the exact opposite effect of decreases.

Changing The Face Amount of Insurance

You may change the face amount of Your policy by submitting a fully completed policy change application to Our Executive Office.  You can only change the face amount twice each policy year.  All changes are subject to Our approval and to the following conditions.

For increases:

·Increases in the face amount must be at least $25,000.

·To increase the face amount, You must provide, in good order, a fully completed policy change application and satisfactory evidence of insurability.  If the Insured person has become a more expensive risk, then We charge higher cost of insurance fees for the additional amounts of insurance (We reserve the right to change this procedure in the future).

·Monthly cost of insurance deductions from Your policy fund will increase.  These begin on the date the face amount increase takes effect.

·The right to examine this policy does not apply to face amount increases.  (It only applies when You first purchase the policy).

·There will be an increase in the minimum premium requirement.

·A new surrender charge period and surrender charge increase will apply to the face amount increase.

For decreases:

·The surrender charge remains unchanged at the time of decrease.

·You cannot reduce the face amount below the minimum issue amounts at the time of the reduction as noted on the Schedule of Policy Benefits page of Your policy.

·Monthly cost of insurance deductions from Your policy fund will decrease.

·The federal tax law may limit a decrease in the face amount.  If that limit applies, then Your new death benefit will be Your policy fund multiplied by the corridor percentage the federal tax law specifies for the Insured’s age at the time of the change.

·If You request a face amount decrease after You have already increased the face amount at substandard (i.e., higher) cost of insurance deductions, and the original face amount was at standard cost of insurance deductions, then We will first decrease the face amount that is at substandard higher cost of insurance deductions.    We reserve the right to change this procedure.

·There will be no decrease in the minimum premium requirement.

Changing the face amount may have tax consequences.  You should consult a tax advisor before making any change.  See “TAX EFFECTS” on page 64.

Changing Your Death Benefit Option

You may change Your death benefit option from option 1 to option 2 by submitting a fully completed policy change application, in good order, to Our Executive Office.  We require satisfactory evidence of insurability to make this change.  If You change from option 1 to option 2, the face amount decreases by the amount of Your policy fund on the date of the change.  This keeps the death benefit and net amount at risk the same as before the change.  We may not allow a change in death benefit option if it would reduce the face amount below the minimum issue amount as noted on the Schedule of Policy Benefits page of Your policy.

You may change Your death benefit option from option 2 to option 1 by sending a written request, in good order, to Our Executive Office.  If You change from option 2 to option 1, then the face amount increases by the amount of Your policy fund on the date of the change.  These increases and decreases in face amount are made so that the amount of the death benefit remains the same on the date of the change.  When the death benefit remains the same, there is no change in the net amount at risk.  This is the amount on which the cost of insurance deductions are based.

Changing the death benefit option may have tax consequences.  You should consult a tax advisor before making any change.

When Policy Changes Go Into Effect

Any changes in the face amount or the death benefit option will go into effect on the monthly anniversary after the date We approve Your request.  After Your request is approved, You will receive a written notice showing each change.  You should attach this notice to Your policy.  We may also ask You to return Your policy to Us at Our Executive Office so that We can make a change.  We will notify You in writing if We do not approve a change You request.  For example, We might not approve a change that would disqualify Your policy as life insurance for income tax purposes.

Policy changes may have negative tax consequences.  See “TAX EFFECTS” on page 63.  You should consult a tax advisor before making any change.

Flexible Premium Payments

You may choose the amount and frequency of premium payments, within the limits described below.

Even though Your premiums are flexible, Your policy’s Schedule of Policy Benefits will show a “planned” periodic premium.  You determine the planned premium when You apply and can change it at any time.  You will specify the frequency to be on a quarterly, semi-annual or annual basis.  Planned periodic premiums may be monthly if paid by pre-authorized check.  Premiums may be bi-weekly if paid by Civil Service Allotment.  If You decide to make bi-weekly premium payments, We will assess the Civil Service Allotment Service Charge of $0.46 per bi-weekly premium. The planned premiums may not be enough to keep Your policy inforce. 

The insurance goes into effect when We receive Your initial minimum premium payment (and approve Your application).  We determine the initial minimum premium based on:

1)the age, sex and premium class of the Insured,

2)the initial face amount of the policy, and

3)any additional benefits selected.

All premium payments should be payable to Midland National.  After Your first premium payment, all additional premiums should be sent directly to Our Executive Office.

We will send You premium reminders based on Your planned premium schedule.  You may make the planned payment, skip the planned payment, or change the frequency or the amount of the payment.  Generally, You may pay premiums at any time.  Amounts must be at least $50, unless made by a pre-authorized check.  Under current Company practice, amounts made by a pre-authorized check can be as low as $30.

Payment of the planned premiums does not guarantee that Your policy will stay inforce.

Additional premium payments may be necessary.  The planned premiums increase when the face amount of insurance increases.  If Your policy contains the Automatic Benefit Increase Provision Rider, this includes increases resulting from this rider.  Generally, if Your policy was issued After May 1, 1998 and prior to July 15, 2004, You will have this rider.  (For more information on the Automatic Benefit Increase Provision, (see “APPENDIX A” on page 83 for details on how and when the increases are applied.)

If You send Us a premium payment that would cause Your policy to cease to qualify as life insurance under federal tax law, then We will notify You and return that portion of the premium that would cause the disqualification.

Premium Provisions During The Minimum Premium Period.  During the minimum premium period, You can keep Your policy inforce by meeting a minimum premium requirement.  In most states, the minimum premium period lasts until the later of the 5^th policy anniversary or the Insured’s 70^th birthday.  A monthly minimum premium is shown on Your Schedule of Policy Benefits page.  (This is not the same as the planned premiums.)  The minimum premium requirement will be satisfied if the sum of premiums You have paid, less Your loans and withdrawals, is equal to or greater than the sum of the monthly minimum premiums required on each monthly anniversary.  The minimum premium increases when the face amount increases.

During the minimum premium period, Your policy will enter a grace period and lapse if:

·the net cash surrender value cannot cover the monthly deductions from Your policy fund; and

·the premiums You have paid, less Your loans and withdrawals, are less than the total monthly minimum premiums required to that date.

Remember that the net cash surrender value is Your policy fundminus any surrender charge and minus any policy debt. 

This policy lapse can occur even if You pay all the planned premiums.

Premium Provisions After The Minimum Premium Period.  After the minimum premium period, Your policy will enter a grace period and lapse if the net cash surrender value cannot cover the monthly deductions from Your policy fund.  Paying Your planned premiums may not be sufficient to maintain Your policy because of investment performance, charges and deductions, policy changes or other factors.  Therefore, additional premiums may be necessary to keep Your policy inforce.

Allocation of Premiums

Each net premium will be allocated to the investment divisions or to Our General Account on the later of the day We receive Your premium payment, in good order, at Our Executive Office (if We receive it before the close of regular trading on the New York Stock Exchange (usually, 3:00 p.m. Central Time)) or on the record date.  When premium is received before the record date, the net premium will be held and earn interest in the General Account until the day after the record date.  When this period ends, Your instructions will dictate how We allocate the net premium.

There may be delays in Our receipt of applications that are outside of Our control because of the failure of the selling broker-dealer or life insurance agent to forward the application to Us promptly, or because of delays in determining that the policy is suitable for You.  Any such delays will affect when Your policy can be issued and when Your net premium is allocated among Our General Account and/or investment divisions.  Once we receive the application and initial premium from the selling broker-dealer, your instructions will dictate how We allocate the net premium.

The net premium is the premium minus a premium charge and any applicable service charge.  (Please note: The first monthly deduction is also taken from the initial premium).  Each net premium is put into Your policy fund according to Your instructions.  Your policy application may provide directions to allocate net premiums to Our General Account or the investment divisions.  You may not allocate Your policy fund to more than 10 investment divisions at any one point in time.  Your allocation instructions will apply to all of Your premiums unless You write to Our Executive Office with new instructions.  You may also change Your allocation instructions by calling Us at (800) 272-1642 or faxing Us at (605) 373-8557.  Changing Your allocation instructions will not change the way Your existing policy fund is apportioned among the investment divisions or the General Account. Allocation percentages may be any whole number from 0 to 100.  The sum of the allocation percentages must equal 100.  Of course, You may choose not to allocate a premium to any particular investment division.  See “THE GENERAL ACCOUNT” on page 57.

Additional Benefits

You may include additional benefits in Your policy.  Certain benefits result in an additional monthly deduction from Your policy fund.  You may cancel these benefits at any time.  However, canceling these benefits may have adverse tax consequences and You should consult a tax advisor before doing so.  The following briefly summarizes the additional benefits that are currently available:

1.Accidental Death Benefit Rider: This rider can be selected at the time of application or added to an inforce policy.Under this rider,We will pay an additional benefit if the Insured person dies from a physical injury that results from an accident, provided the Insured person dies before the policy anniversary that is within a half year of his or her 70^th birthday. We charge a fee for this rider on the rider date and on each monthly anniversary thereafter. 

2.Additional Insured Rider: This rider can be selected at the time of application or added to an inforce policy.With this benefit, We will provide term insurance for another person, such as the Insured person’s spouse, under Your policy.  A separate charge will be deducted for each additional Insured. We charge a fee for this rider on the rider date and on each monthly anniversary thereafter. 

3.Automatic Benefit Increase Provision Rider:  Generally, onlypolicies issued after May 1, 1998, and prior to July 15, 2004 contain this rider. The only exception to this would be if Your application was in the underwriting process prior to July 15, 2004.  If this is the case, You may have a policy date later than July 15, 2004 and still have the Automatic Benefit Increase Provision Rider.  For more detailed information see “APPENDIX A” on page 83.

4.Benefit Extension Rider: This rider can prevent the policy from lapsing due to high amounts of policy debt, provided that certain conditions are met.  If You choose this rider and exercise its benefits, there is a risk that the death benefit may be substantially reduced. This rider can be selected at the time of application or added to an inforce policy.There is no additional charge for this benefit. 

You may elect this benefit while You meet the conditions listed below by sending Us written notice. When the benefit availability conditions listed below are satisfied and the policy debt is equal to or greater than 87% of the policy fund, We will send a written notice to Your last known address, at least once each policy year, that the benefit election is available to You.  If You decide to elect this benefit at that time, You must send Us written notice within 30 days of the date We mail this notice.

This benefit is not available unless all of the following conditions are met.

·The Policy has been inforce for at least 15 policy years;

·the Insured’s policy age or attained age must be at least age 65;

·You have made withdrawals of all Your premium; and

·policy debt does not exceed the benefit election amount as defined below.

 The benefit election amount is as follows:

·89% of the policy fund for policy ages or attained ages that are greater than or equal to age 65 but less than or equal to age 74;

·93% of the policy fund for policy ages or attained ages that are greater than or equal to age 75.

However, if You choose to take a loan or withdrawal that causes the policy debt to exceed the benefit election amount during the 30 days after the written notice has been sent, this benefit election will not be available.

The effective date of this benefit will be the monthly anniversary date that follows the date We receive Your written notice.  The entire amount of Your policy fund must be allocated to the General Account on and after the effective date. If You have any portion of the policy fund in the Separate Account on the effective date, We will transfer it to Our General Account on that date.  No transfer charge will apply to this transaction and it will not count toward the maximum number of transfers allowed in a policy year.

The benefit extension period begins as of the effective date of the rider and ends (and the rider terminates) on the earliest of:

·the Insured’s death; or

·surrender of the policy; or

·the date any loans or withdrawals are taken.

During the benefit extension period:

·We guarantee Your policy will remain in force until the Insured’s death provided the policy is not terminated due to surrender, and You do not take loans or withdrawals after the effective date.

·The excess policy debt provision in the policy will be suspended.

· All monthly deductions will be taken from the General Account.

·We will not allow any:

·premium payments; or

·transfers to the Separate Account; or

·face amount changes; or

·death benefit option changes.

·The death benefit option will be death benefit option 1, and the death benefit will be subject to the minimum death benefit provisions below.

·If the policy debt does not exceed the face amount as of the rider’s effective date, the face amount will be decreased to equal the policy fund as of the effective date.  We will send You an endorsement to reflect the new face amount.

·Any riders and supplemental benefits attached to the policy will terminate.

During the benefit extension period, the death benefit will be determined exclusively by death benefit option 1 and will be equal to the greatest of the following amounts for the then current policy year:

·100% of the policy fund as of the date We receive due proof of the Insured’s death;

·The minimum amount of death benefit necessary for the policy to continue its qualification as a life insurance contract for federal tax purposes.

·The face amount (the option 1 death benefit).

In some circumstances, electing the benefit can cause Your policy to become a modified endowment contract (“MEC”).  You should consult with and rely on a tax advisor when making policy changes, taking loans or withdrawals to help You avoid situations that may result in Your policy becoming a MEC.

You may make loan repayments at anytime. Loan repayments will be allocated to the General Account. Interest charged on policy debt will continue to accrue during the benefit extension period.  Making loan repayments does not terminate the rider.

This Rider will terminate upon the earliest of:

·The date of the Insured’s death; or

·The date You surrender the policy; or

·The date any loans or withdrawals are taken during the benefit extension period.

Anyone contemplating the purchase of the policy with the Benefit Extension Rider should be aware that the tax consequences of the Benefit Extension Rider have not been ruled on by the IRS or the courts and it is possible that the IRS could assert that the outstanding loan balance should be treated as a taxable distribution when the Benefit Extension Rider causes the policy to be converted into a fixed policy.  You should consult with and rely on a tax advisor as to the tax risk associated with the Benefit Extension Rider.  See “TAX EFFECTS” on page 64.

5.Children’s Insurance Rider: This rider provides term life insurance on the lives of the Insured person’s children.  Coverage under this rider includes natural children, stepchildren, and legally adopted children, between the ages of 15 days and 21 years.  They are covered until the Insured person reaches age 65 or the child reaches age 25, whichever is earlier. The Children’s Insurance Rider is no longer available for issue on new or inforce policies.

6.Children’s Insurance Rider 2: This rider provides term life insurance on the lives of the Insured person’s children.  Coverage under this rider includes natural children, stepchildren, and legally adopted children, between the ages of 15 days and 18 years.  They are covered until the Insured person reaches age 65 or the child reaches age 23, whichever is earlier. We charge a fee for this rider on the rider date and on each monthly anniversary thereafter. 

7.Extended Maturity Option: This option is automatically included on all newly issued policies.  This benefit provides You with the ability to request an extension of the maturity date indefinitely, or as long as allowed by the IRS and Your state. If the Insured is alive on the maturity date and this policy is still inforce and not in the grace period, this option may be elected. 

In order to elect this option, all of the policy fund must be transferred to either the General Account or the Money Market investment division and death benefit option 1 must be elected.  Once Your policy is extended beyond the maturity date, We will not charge any  further monthly deductions against Your policy fund and We will only allow transfers to the General Account or the Money Market investment division.  Furthermore, We will not allow any of the following to occur:

·Increase in the face amount of insurance

·Changes in the death benefit options

·Premium payments

The Extended Maturity Option may have tax consequences.  Consult Your tax advisor before taking this election. See “TAX EFFECTS” on page 64.

8.Family Insurance Rider:  This rider provides term life insurance on the Insured person’s children as does the Children’s Insurance.  It also provides decreasing term life insurance on the Insured’s spouse. The Family Insurance Rider is no longer available for issue on new or inforce policies.

9.Flexible Disability Benefit Rider: This benefit must be selected at the time of application.Under this rider, We pay a set amount into Your policy fund each month (the amount is on Your Schedule of Policy Benefits).  The benefit is payable when the Insured person becomes totally disabled on or after his/her 15^th birthday and the disability continues for at least 6 months.  The disability must start before the policy anniversary following the Insured person’s 60^th birthday.  The benefit will continue for as long as the disability lasts or until the Insured person reaches age 65, whichever is earlier.  If the amount of the benefit paid into the policy fund is more than the amount permitted under the income tax code, the monthly benefit will be paid to the Insured.

We charge a fee for this rider on the rider date and on each monthly anniversary thereafter until the policy anniversary on which the Insured reaches attained age 60.

10.Guaranteed Insurability Rider: This rider must be selected at the time of application.This benefit provides for additional amounts of insurance without further evidence of insurability. We charge a fee for this rider on the rider date and on each monthly anniversary thereafter.

11.Living Needs Rider: This rider can be selected at the time of application or added to an inforce policy.  This benefit provides an accelerated death benefit as payment of an “Advanced Sum,” in the event the Insured person is expected to die within 12 months (or a  longer period if required by state law).

Pursuant to the Health Insurance Portability and Accountability Act of 1996, We believe that for federal income tax purposes an advanced sum payment made under the Living Needs Rider should be fully excludable from the gross income of the beneficiary, as long as the beneficiary (the tax payer) is the Insured person under the policy (except in certain business contexts).  You should consult a tax advisor if such an exception should apply.  The tax consequences associated with reducing the death benefit after We pay an accelerated death benefit are unclear, however.  You should consult a qualified tax advisor about the consequences of adding this rider to a policy or requesting an advanced sum payment under this rider.

There is no charge for this benefit prior to the time of a payment.  The amount of the advanced sum is reduced by expected future interest and may be reduced by a charge for administrative expenses.  Currently, We charge an administrative fee of $200 at the time benefits are paid from this rider.  We reserve the right to increase this amount.

On the day We pay the accelerated death benefit, We will reduce the following in proportion to the reduction in the eligible death benefit:

(a)  the death benefit of the policy and of each eligible rider

(b)  the face amount

(c)  any policy funds

(d)  any outstanding loan

When We reduce the policy fund, We allocate the reduction based on the proportion that Your unloaned amounts in the General Account and Your amounts in the investment divisions bear to the total unloaned portion of Your policy fund.

You can choose the amount of the death benefit to accelerate at the time of the claim.  The maximum advanced sum is 50% of the eligible death benefit (which is the death benefit of the policy plus the sum of any additional death benefits on the life of the Insured person provided by any eligible riders).  Currently, We have a maximum of $250,000 and a minimum of $5,000.

12.Waiver of Charges Rider: This rider can be selected at the time of application or added to an inforce policy with proof of insurability.With this benefit, We waive monthly deductions from the policy fund during the total disability of the Insured, if the Insured person becomes totally disabled on or after his/her 15^th birthday and the disability continues for at least 6 months.  If a disability starts before the policy anniversary following the Insured’s 60^th birthday, then We will waive monthly deductions from the policy fund for as long as the disability continues. If a disability starts after the policy anniversary following the Insured person’s 60^th birthday, then You will not receive any benefit under this rider.

We charge a fee for this rider on the rider date and on each monthly anniversary thereafter. 

The Children’s Insurance Riders, the Family Insurance Rider and the Additional Insured Rider all provide term insurance. Term insurance, unlike base coverage, does not provide a cash value or an opportunity for the death benefit to grow.  However, the cost of term insurance may be lower than the cost of base coverage.  

SEPARATE ACCOUNT INVESTMENT CHOICES

Our Separate Account And Its Investment Divisions

The “Separate Account” is Our Separate Account A, established under the insurance laws of the State of Iowa.  It is a unit investment trust registered with the Securities and Exchange Commission (SEC) under the Investment Company Act of 1940 but this registration does not involve any SEC supervision of its management or investment policies.  The Separate Account meets the definition of a “Separate Account” under the federal securities laws.  Income, gains and losses credited to, or charged against, the Separate Account, reflect the

investment experience of the Separate Account and not the investment experience of Midland National’s other assets.  Midland National is obligated to pay all amounts guaranteed under the policy.

The Separate Account has a number of investment divisions, each of which invests in the shares of a corresponding portfolio of the funds.  You may allocate part or all of Your net premium in up to ten of the fifty-eight investment divisions currently available in Our Separate Account at any one time.

The Funds

Each of the portfolios available under the policy is a “series” of its respective investment company.  Currently there are fifty-eight investment divisions.

The funds’ shares are bought and sold by Our Separate Account at net asset value.  More detailed information about the funds and their investment objectives, policies, risks, expenses and other aspects of their operations appear in their prospectuses, which accompany this prospectus.

The funds, their managers, or affiliates thereof, may make payments to Midland National and/or its affiliates.  These payments may be derived, in whole or in part, from the advisory fee deducted from fund assets and/or from “Rule 12b-1” fees deducted from fund assets.  Policy owners, through their indirect investment in the funds, bear the costs of these advisory and 12b-1 fees.  The amount of these payments may be substantial, may vary between funds and portfolios, and generally are based on a percentage of the assets in the funds that are attributable to the Policies and other variable insurance products issued by Midland National.  These percentages currently range up to 0.25% annually.  Midland National may use these payments for any corporate purpose, including payment of expenses that Midland National and/or its affiliates incur in promoting, marketing, and administering (i) the policies, and (ii) in its role as an intermediary, the funds.  Midland National and its affiliates may profit from these payments.

Investment Policies Of The Portfolios

Each portfolio tries to achieve a specified investment objective by following certain investment policies.  A portfolio’s objectives and policies affect its returns and risks.  Each investment division’s performance depends on the experience of the corresponding portfolio.  The objectives of the portfolios are as follows:

Portfolio	Investment Objective
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco V.I. Financial Services Fund -– Series I Shares (Formerly AIM V.I. Financial Services Fund -– Series I Shares)	The Funds investment objective is long-term growth of capital.  The Fund invests, under normal circumstances, at least 80% of net assets (plus borrowings for investment purposes) in securities of issuers engaged primarily in the financial services-related industries.
Invesco V.I. Global Health Care Fund – Series I Shares (Formerly AIM V.I. Global Health Care Fund – Series I Shares)	The Funds investment objective is long-term growth of capital.  The Fund invests, under normal circumstances, at least 80% of net assets (plus borrowings for investment purposes) in equity securities of health care industry issuers.
Invesco V.I. International Growth Fund – Series I Shares (Formerly AIM V.I. International Growth Fund – Series I Shares)	The Fund's investment objective is long-term growth of capital.  The Fund invests primarily in a diversified portfolio of international equity securities whose issuers are considered by the Fund’s portfolio managers to have strong earnings growth.
Alger Portfolios
Alger Capital Appreciation Portfolio	Seeks long-term capital appreciation.
Alger Large Cap Growth Portfolio	Seeks long-term capital appreciation.
Alger Mid Cap Growth Portfolio	Seeks long-term capital appreciation.
Alger Small Cap Growth Portfolio**	Seeks long-term capital appreciation.
American Century Variable Portfolios, Inc.
American Century VP Balanced Fund**	Seeks long-term growth and current income.  Invests approximately 60 percent of its assets in equity securities and in fixed income securities.
American Century VP Capital Appreciation Fund	Seeks capital growth.
American Century VP Income & Growth Fund**	Seeks capital growth by investing in common stocks. Income is a secondary objective
American Century VP International Fund	Seeks capital growth.
American Century VP Value Fund	Seeks long-term capital growth.  Income is a secondary objective.
Fidelity® Variable Insurance Products
VIP Asset ManagerSM Portfolio	Seeks to obtain high total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.
VIP Asset Manager: Growthâ Portfolio	Seeks to maximize total return by allocating its assets among stocks, bonds, short-term instruments, and other investments.
VIP Balanced Portfolio	Seeks income and capital growth consistent with reasonable risk.
VIP Contrafund® Portfolio	Seeks long-term capital appreciation.
VIP Equity-Income Portfolio	Seeks reasonable income. Will also consider the potential for capital appreciation.  The fund’s goal is to achieve a yield which exceeds the composite yield on the securities comprising the Standard & Poor’s 500sm Index of 500 (S&P 500®).
VIP Freedom 2010 Portfolio	Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond.
VIP Freedom 2015 Portfolio	Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond.
VIP Freedom 2020 Portfolio	Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond.
VIP Freedom 2025 Portfolio	Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond.
VIP Freedom 2030 Portfolio	Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond.
VIP Freedom Income Portfolio	Seeks high total return with a secondary objective of principal preservation.
VIP Growth & Income Portfolio	Seeks high total return through a combination of current income and capital appreciation.
VIP Growth Opportunities Portfolio	Seeks to provide capital growth.
VIP Growth Portfolio	Seeks capital appreciation.
VIP High Income Portfolio	Seeks a high level of current income, while also considering growth of capital.
VIP Index 500 Portfolio	Seeks to provide investment results that correspond to the total return of common stocks publicly traded in the United States, as represented by the Standard & Poor’s 500 SM Index (S&P 500®).
VIP Investment Grade Bond Portfolio	Seeks as high a level of current income as is consistent with the preservation of capital.
VIP Mid Cap Portfolio	Seeks long-term growth of capital.
VIP Money Market Portfolio*	Seeks as high a level of current income as is consistent with preservation of capital and liquidity.
VIP Overseas Portfolio	Seeks long-term growth of capital.
Goldman Sachs Variable Insurance Trust
Goldman Sachs VIT Large Cap Value Fund (Formerly Goldman Sachs VIT Growth and Income Fund)	Seeks long-term capital appreciation.
Goldman Sachs Structured Small Cap Equity Fund	Seeks long-term growth of capital.
Lord Abbett Series Fund, Inc.
Lord Abbett Capital Structure Portfolio (Formerly Lord Abbett America’s Value Portfolio)	Seeks current income and capital appreciation.
Lord Abbett Growth and Income Portfolio	Seeks long-term growth of capital and income without excessive fluctuations in market value.
Lord Abbett International Opportunities Portfolio (Formerly Lord Abbett International Portfolio)	Seeks long-term capital appreciation.
Lord Abbett Mid-Cap Value Portfolio	Seeks capital appreciation through investments, primarily in equity securities, which are believed to be undervalued in the marketplace.
MFS Variable Insurance Trusts
MFS VIT Growth Series	Seeks capital appreciation. The fund’s objective may be changed without shareholder approval.
MFS VIT Investors Trust Series**	Seeks capital appreciation. The fund’s objective may be changed without shareholder approval.
MFS VIT New Discovery Series	Seeks capital appreciation.  The fund’s objective may be changed without shareholder approval.
MFS VIT Research Series	Seeks capital appreciation. The fund’s objective may be changed without shareholder approval.
MFS VIT Total Return Series	Seeks total return.  The fund’s objective may be changed without shareholder approval.
MFS VIT Utilities Series	Seeks total return.  The fund’s objective may be changed without shareholder approval.
Neuberger Berman Advisers Management Trust
Neuberger Berman AMT Regency Portfolio	Seeks growth of capital.
PIMCO Variable Insurance Trust
PIMCO VIT High Yield Portfolio	Seeks maximum total return, consistent with preservation of capital and prudent investment management.
PIMCO VIT Low Duration Portfolio**	Seeks maximum total return consistent with preservation of capital and prudent investment management.
PIMCO VIT Real Return Portfolio	Seeks maximum real return, consistent with preservation of real capital and prudent investment management.
PIMCO VIT Total Return Portfolio	Seeks maximum total return, consistent with preservation of capital and prudent investment management.
ProFunds VP
ProFund VP Japan	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Nikkei 225 Stock Average.
ProFund VP Oil & Gas	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones U.S. Oil & Gas Index.
ProFund VP Small–Cap Value	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the S&P SmallCap 600/Citigroup Value Index.
ProFund VP Ultra Mid-Cap	Seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the S&P MidCap 400 Index.
Van Eck VIP Trust
Van Eck VIP Global Hard Assets Fund (Formerly Van Eck Worldwide Hard Assets Fund)	Seeks long-term capital appreciation by investing primarily in “hard asset” securities. Income is a secondary consideration. Hard assets consist of precious metals, natural resources, real estate and commodities.
Vanguard Variable Insurance Funds
VanguardÒ VIF Balanced Portfolio	Seeks to provide long-term capital appreciation and reasonable current income.
VanguardÒ VIF High Yield Bond Portfolio	Seeks to provide high level of current income.
VanguardÒ VIF International Portfolio	Seeks to provide long-term capital appreciation.
VanguardÒ VIF Mid-Cap Index Portfolio	Seeks to track the performance of a benchmark index that measures the investment return of mid-capitalization stocks.
VanguardÒ VIF REIT Index Portfolio	Seeks to provide a high level of income and moderate long-term capital appreciation by tracking the performance of a benchmark index that measures the performance of publicly traded equity REITs.
VanguardÒ VIF Short-Term Investment-Grade Portfolio	Seeks to provide current income with limited price volatility.
VanguardÒ VIF Small Company Growth Portfolio	Seeks to provide long-term capital appreciation.
VanguardÒ VIF Total Bond Market Index Portfolio	Seeks to track the performance of a broad, market-weighted bond index.
VanguardÒ VIF Total Stock Market Index Portfolio	Seeks to track the performance of a benchmark index that measures the investment return of the overall stock market.

*During extended periods of low interest rates, the yields of the money market investment division may become extremely low and possibly negative.

** These Investment Divisions were closed to new investors as of June 15, 2007.  If You had money invested in any of these Investment Divisions as of the close of business on Thursday, June 14, 2007, You may continue to make additional investments into that portfolio.  However, if You redeem or transfer completely out of any of these Investment Divisions after that date, You will not be able to reinvest in the portfolio.

Invesco Advisers, Inc. manages the AIM Variable Insurance Funds (Invesco Variable Insurance Funds). Fred Alger Management, Inc. manages the Alger Portfolios.  American Century Investment Management, Inc. manages the American Century VP Portfolios and the American Century Global Investment Management, Inc.   Fidelity Management & Research Company manages the VIP Funds.  Goldman Sachs Asset Management, L.P. serves as an investment adviser to the Goldman Sachs Variable Insurance Trust Funds.  Lord, Abbett & Co. LLC manages the Lord Abbett Series Fund, Inc.  MFS^® Investment Management manages the MFS^® Variable Insurance Trust^SM.   Neuberger Berman Management LLC manages the Neuberger Berman AMT Portfolios.    Pacific Investment Management Company LLC manages the PIMCO Variable Insurance Trust. ProFund Advisors LLC manages the ProFunds VP. Van Eck Associates Corporation manages the Van Eck VIP Trust.  The Vanguard Group, Inc. manages the Vanguard Variable Insurance Fund. 

The fund portfolios available under these policies are not available for purchase directly by the general public.  In addition, the fund portfolios are not the same as the mutual funds with very similar or nearly identical names that are sold directly to the public.  However, the investment objectives and policies of the portfolios are very similar to the investment objectives and policies of other (publicly available) mutual fund portfolios that have very similar or nearly identical names and that are or may be managed by the same investment adviser or manager. 

Nevertheless, the investment performance and results of any of the funds’ portfolios that are available under the policies 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 available portfolios will be comparable to the investment results of any other portfolio or mutual fund, even if the other portfolio or mutual fund has the same investment advisor or manager and the same investment objectives and policies and a very similar or nearly identical name.

The fund portfolios offered through the policy are selected by Midland National based on several criteria, including asset class coverage, the strength of the manager’s reputation and tenure, brand recognition, performance, and the capability and qualification of each sponsoring investment firm. Another factor that We consider during the selection process is whether the fund or one of its service providers (e.g., the investment adviser) will make payments to Us, and the amount of any such payments.  We may use such payments for any corporate purpose, including payment of expenses that We incur in promoting, marketing, and administering the policies, and, in Our role as an intermediary, the funds.  We may profit from these payments. You are responsible for choosing the fund portfolios, and the amounts allocated to each, that are appropriate for Your own individual circumstances and Your investment goals, financial situation, and risk tolerance.  Because investment risk is borne by You, decisions regarding investment allocations should be carefully considered.

In making Your investment selections, We encourage You to thoroughly investigate all of the information regarding the fund portfolios that is available to You, including each fund's prospectus, statement of additional information and annual and semi/annual reports.  Other sources such as the fund’s website or newspapers and financial and other magazines provide more current information, including information about any regulatory actions or investigations relating to a fund or portfolio.   You should monitor and periodically re-evaluate Your allocations to determine if they are still appropriate.

If You use a third party registered investment adviser in connection with allocations among the investment divisions,  You can request that We take loans from Your policy to pay the advisory fees provided We have received documentation from You and Your adviser.  This does not constitute Us providing investment advice.  Before taking a policy loan, You should consult a tax advisor to consider the tax consequences of a loan on Your life insurance policy.  See “TAX EFFECTS” on page 64.

You bear the risk of any decline in Your policy fund resulting from the performance of the portfolios You have chosen.

Midland National does not provide investment advice and does not recommend or endorse any particular fund or portfolio.

You should carefully consider the investment objectives, risks, and charges and expenses of the portfolios before investing.  The portfolios' prospectuses contain this and other information and should be read carefully before investing.You can receive a current copy of a prospectus for each of the portfolios by contacting Your registered representative and by contacting Us at:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD 57193

Phone: (800) 272-1642

Fax: (605) 335-3621

Effects of Market Timing

Frequent, large, programmed, or short-term transfers among the investment divisions or between the investment divisions and the General Account (“Harmful Trading”) can cause risks with adverse effects for other policy owners (and beneficiaries and portfolios).  These risks and harmful effects include: (1) dilution of the interests of long-term investors in an investment division if transfers into the division are made at unit values that are priced below the true value or transfers out of the investment division are made at unit values priced higher than the true value (some “market timers” attempt to do this through methods known as “time-zone arbitrage” and “liquidity arbitrage”); (2) an adverse effect on portfolio management, such as causing the portfolio to maintain a higher level of cash than would otherwise be the case, or causing a portfolio to liquidate investments prematurely (or otherwise at an inopportune time) in order to pay withdrawals; and (3) increased brokerage and administrative expenses. 

The ProFunds portfolios are designed for, and affirmatively permit, frequent and short term trading. Therefore, they may be more susceptible to these harmful effects than other portfolios. These portfolios might not be appropriate for long-term investors.

In addition, because other insurance companies and/or retirement plans may invest in the portfolios, the risk exists that that the portfolios may suffer harm from frequent, programmed large, or short-term transfers among investment divisions of variable policies issued by other insurance companies or among investment options available to retirement plan participants.

Charges In The Funds

The funds charge for managing investments and providing services.  Each portfolio’s charges vary. 

The Fidelity VIP portfolios have an annual management fee.  That is the sum of an individual fund fee rate and a group fee rate based on the monthly average net assets of Fidelity Management & Research Company’s mutual funds.  In addition, each of these portfolio’s total operating expenses includes fees for management and shareholder services and other expenses (custodial, legal, accounting, and other miscellaneous fees).  The fees for the Fidelity VIP portfolios are based on the Initial Class.  See the Fidelity VIP prospectuses for additional information on how these charges are determined and on the minimum and maximum charges allowed.

The funds, with the exception of Fidelity VIP, have annual management fees that are based on the monthly average of the net assets in each of the portfolios.  The funds may also impose redemption fees, which We would administer and deduct from Your policy fund.  See each portfolio company’s prospectus for details.

Asset Allocation Program

The following is a general description of the asset allocation program available under the policy.  A complete description of each model is available in the consumer brochure for the asset allocation program that is available upon request from your registered representative.. 

General

Under Midland National’s asset allocation program, five models have been developed based on different profiles of an investor’s financial goals, willingness to accept investment risk, investment time horizon and other factors.  You can elect one of these models or create Your own “self-directed” portfolio.

The asset allocation models available are not offered by this prospectus and are not part of Your policy.  Asset allocation models are a separate service We make available in connection with the policy at no additional charge to You, to help You select investment options.  Asset allocation programs are an investment strategy for distributing assets among asset classes to help attain an investment goal.  For Your policy, the asset allocation models can help with decisions You need to make about how to allocate Your policy fund among available subaccounts (and their corresponding portfolios).  The theory behind an asset allocation strategy is that diversification among asset classes can help reduce volatility over the long term.

There is no assurance that investment returns will be better through participation in an asset allocation program.  Your policy may still lose money and experience volatility.

The Asset Allocation Models

There are five asset allocation models currently available.  All of the models involve some degree of investment risk, including the risk of investment losses.

Conservative – The conservative investor is particularly sensitive to short-term losses, but still has the goal of beating expected inflation over the long run. A conservative investor's aversion to short-term losses could compel him/her to shift into the most conservative investment if losses occur.  Conservative investors would accept lower long-term return in exchange for smaller and less frequent changes in portfolio value (i.e. less volatility). Analyzing the risk-return choices available, a conservative investor is usually willing to accept a lower return in order to seek relatively more safety of his or her investment.  However, even this model involves some risk of investment loss.

Moderate Conservative – This model is appropriate for the investor who seeks both modest capital appreciation and income from his/her portfolio.  This investor will have either a moderate time horizon or a slightly higher risk tolerance than the most conservative investor in a conservative range.  While this model is still designed to preserve the investor’s capital over the long term, fluctuation in value (and investment losses) may occur from year to year. 

Moderate – The moderate investor is willing to accept more risk than the conservative investor is, and does not try to minimize investment losses but is probably not comfortable with and less willing to accept the short-term risk associated with achieving a long-term return substantially above the inflation rate. A moderate investor is somewhat concerned with short-term losses and would shift to a more conservative option in the event of significant short-term losses.  Achieving long-term return and safety of investment are of equal importance to the moderate investor.

Moderate Aggressive – Designed for investors with a high tolerance for risk and a longer time horizon.  This investor has little need for current income and seeks above-average growth from his/her investable assets.  The main objective of this range is capital appreciation, and these investors should be able to tolerate fluctuation in value and some losses in their portfolio values.

Aggressive - The aggressive portfolio should be constructed with the goal of maximizing long-term expected returns rather than to minimize possible short-term losses.  The aggressive investor values high returns relatively more and can tolerate both large and frequent fluctuations in portfolio value in exchange for a potentially higher long-term return.

The Current Models

Asset allocation models allocate policy fund among different asset classes, as discussed above, and one or more specific fund portfolios is/are used within each asset class.  Just as the percentages of policy fund allocated to each asset class may change from time to time, the specific fund portfolios used within each asset class may change from time to time as the result of a number of factors, such as investment performance, style drift, the availability of fund portfolios (because of fund mergers, fund liquidations, fund closings, etc.). 

Currently, the asset allocation models are made up of the following target percentages of asset classes:

Conservative

• 61% Intermediate Bonds
• 13% Cash Equivalents
• 6% Large Cap Value
• 5% High-Yield Bonds
• 5% International Equity
• 4% Large Cap Growth
• 4% Mid Cap Equity
• 2% Hard Assets

Moderate Conservative

• 44% Intermediate Bonds
• 8% Cash Equivalents
• 11% Large Cap Value
• 5% High-Yield Bonds
• 11% International Equity
• 8% Large Cap Growth
• 7% Mid Cap Equity
• 3% Small Cap Equity
• 3% Hard Assets

Moderate

• 33% Intermediate Bonds
• 3% Cash Equivalents
• 14% Large Cap Value
• 4% High-Yield Bonds
• 16% International Equity
• 11% Large Cap Growth
• 10% Mid Cap Equity
• 5% Small Cap Equity
• 4% Hard Assets

Moderate Aggressive

• 20% Intermediate Bonds
• 18% Large Cap Value
• 3% High-Yield Bonds
• 21% International Equity
• 14% Large Cap Growth
• 13% Mid Cap Equity
• 7% Small Cap Equity
• 4% Hard Assets

Aggressive

• 5% Intermediate Bonds
• 21% Large Cap Value
• 27% International Equity
• 17% Large Cap Growth
• 15% Mid Cap Equity
• 10% Small Cap Equity
• 5% Hard Assets

Currently, the asset allocation models are made up of the following fund portfolios, by asset class:

Intermediate Bonds:

• PIMCO VIT Total Return Portfolio
• Fidelity VIP Investment Grade Bond Portfolio

Cash Equivalents:

• Fidelity VIP Money Market Portfolio

Large Cap Value:

• American Century VP Value Fund

Large Cap:

• Fidelity VIP Index 500 Portfolio

High-Yield Bonds:

• Fidelity VIP High Income Portfolio

International Equity:

• Invesco V.I. International Growth Fund
• Vanguard VIF International Portfolio

Large Cap Growth:

• MFS^® VIT Growth Series

Mid Cap Equity:

• Vanguard VIF Mid-Cap Index Portfolio

Small Cap Equity:

• Vanguard VIF Small Company Growth Portfolio
• ProFunds VP Small-Cap Value

Hard Assets:

• Van Eck VIP Global Hard Assets Fund

Selecting an Asset Allocation Model

If you participate in the asset allocation program, then you must complete a questionnaire that, among other things, solicits information about Your personal investment risk tolerance, investment time horizon, financial goals and other factors.  Based on your responses to that questionnaire, a particular asset allocation model may be suggested for your use. 

Although You may only use one model at a time, You may elect to change to a different model at any time as Your tolerance for risk and/or Your needs and objectives change or for any other reason.  Using the questionnaire and in consultation with Your representative, You may determine a different model better meets Your risk tolerance and time horizons.  There is no fee to change to a different model.

If You elect to participate in the asset allocation program, You can also elect to become a client of Sammons Advisor Services, a division of Sammons Securities Inc., an investment advisor registered under the Investment Advisers Act of 1940 and an affiliate of Midland National.  If you have elected to become a client of Sammons Advisor Services, You will be provided with a packet of information that includes the following information:

·Sammons Advisor Services Client Agreement — 2 copies

·Midland National Authorization Form for Sammons Advisor Services

·Instructions on how to complete and submit the above referenced forms

·Part II Disclosure Brochure for Sammons Advisor Services, a division of Sammons Securities, Inc.

·Sammons Advisor Services Privacy Notice

Upon completion of the forms, Sammons Advisor Services will serve as Your investment advisor, but solely for the purpose of developing and updating the asset allocation models.  Sammons Advisor Services currently follows the recommendations of an independent third-party consultant to develop and update the models.  From time to time, Sammons Advisor Services may select a different third-party consultant to provide recommendations, to the extent permitted under applicable law, or they may develop and/or update model portfolios without retaining a third party.

It is Your responsibility to select or change Your asset allocation model.  Your representative can provide You with information that may assist You in selecting a model appropriate for Your risk tolerance.  Although the models are designed to maximize investment returns and reduce volatility for a given level of risk, there is no guarantee they will perform better than a self-directed portfolio.  A model may fail to perform as intended, or may perform worse than any single investment portfolio, asset class or different combination of investment options.  In addition, the models are subject to all of the risks associated with the separate account investment portfolios. 

Periodic Updates of Asset Allocation Models and Notices of Updates

Sammons Advisor Services, through its third-party consultant as described above, periodically reviews the models (generally on an annual basis) and may find that asset allocations within a particular model may need to be changed.  Similarly, the principal investments, investment style, or investment manager of an investment portfolio may change such that it is no longer appropriate for a model, or conversely, it may become appropriate for a model. 

If You have elected to become a client of Sammons Advisor Services, We will provide notice regarding any such changes 30 days prior to the date the changes become effective.  If You do not wish to have Your policy fund reallocated and rebalanced to the new model, You must “opt-out” of the change by notifying Us prior to the effective date of the change.  If You take no action within the allotted 30 days, Your current allocations will be automatically rebalanced to the new model on the effective date of the changes and future premium allocations will be changed to match the new model.  

Generally, You are free to move from one allocation model to another and to move in and out of the allocation models.  If You elect to opt-out of an announced model change or otherwise direct Us to reallocate Your policy fund or future premium outside of these models, Your policy fund will become a self-directed portfolio on the date the change becomes effective.  However, if You have an optional rider that limits Your investments options, and You opt out of a change or otherwise reallocate Your policy fund or premium in a way that is not permitted by the rider, then the rider will terminate. 

If You submit an opt-out notice in response to an announced model change, Your investment options and future premium allocations will not be changed until You provide Us with new instructions.  You will continue to receive notifications of future model changes for as long as Your agreement with Sammons Advisor Services is in effect.  If You wish to re-enter an asset allocation model in the future, You must opt-in by notifying Us in writing.

If You do not elect to become a client of Sammons Advisor Services, You will not be notified of changes to the asset allocation models and Your policy fund and future premiums will not be reallocated to the new model.  Your policy fund and future premium allocations will remain static based on the model that was in effect at the time You elected the model unless You provide Us with new instructions.

Other Information

For more information about Sammons Advisor Services and its role as investment advisor for the asset allocation models, please see the Part II Disclosure Brochure for Sammons Advisor Services, a division of Sammons Securities, Inc., which is available to You at no charge.  This document contains information required by Part II of its Form ADV, which is the SEC investment advisor registration form.  Your representative can provide You with this disclosure brochure or You can request a copy by writing to Sammons Advisor Services, Variable Life, One Sammons Plaza, Sioux Falls, SD  57193 or by calling 800-272-1642. 

Midland National may perform certain administrative functions on behalf of our affiliate, Sammons Advisor Services, including but not limited to communication regarding its recommendations and services on its behalf.  However, We are not registered as an investment advisor and are not providing any investment advice in making asset allocation models or self-directed portfolios available to Our policy owners.  Furthermore, Your registered representative is not providing any investment advice related to the asset allocation program.

USING YOUR POLICY FUND

The Policy Fund

Your policy fund is the sum of Your amounts in the various investment divisions and in the General Account (including any amount in Our General Account securing a policy loan).  Your policy fund reflects various charges.  See “DEDUCTIONS AND CHARGES” on page 59.  Monthly deductions are made on the policy date and on the first day of each policy month.  Transaction and surrender charges are made on the effective date of the transaction.  Charges against Our Separate Account are reflected daily.

Your policy fund begins with Your first premium payment.  From Your premium We deduct a premium charge, any applicable service charge, and the first monthly deduction, as described in the “Deductions From Your Premiums” section on page 59.  The balance of the premium is Your beginning policy fund.

Your policy fund reflects:

·the amount and frequency of premium payments,

·deductions for the cost of insurance, additional benefits and other charges,

·the investment performance of Your chosen investment divisions,

·interest earned on amounts allocated to the General Account,

·impact of loans, and

·impact of partial withdrawals.

We guarantee amounts allocated to the General Account. The guarantee is subject to Our financial strength and claims-paying ability.  There is no guaranteed minimum policy fund for amounts allocated to the investment divisions of Our Separate Account.  An investment division’s performance will cause Your policy fund to go up or down.  You bear that investment risk.

Amounts In Our Separate Account

Amounts allocated or transferred to the investment division are used to purchase accumulation units.  Accumulation units of an investment division are purchased when You allocate net premiums, repay loans or transfer amounts to that division.  Accumulation units are redeemed when You make withdrawals, when You transfer amounts from an investment division (including transfers for loans), when We make monthly deductions and charges, and when We pay the death benefit.  The number of accumulation units purchased or redeemed in an investment division is calculated by dividing the dollar amount of the transaction by the division’s accumulation unit value next determined at the end of the business day on which the transaction occurs; if the transaction occurs after 3:00 p.m. Central Time, then we will use the investment division's accumulation unit value on the next business day.  The value You have in an investment division is the accumulation unit value times the number of accumulation units credited to You.  The number of accumulation units credited to You will not vary because of changes in accumulation unit values.

How We Determine The Accumulation Unit Value

We determine accumulation unit values for the investment divisions at the end of each business day.  Accumulation unit values fluctuate with the investment performance of the corresponding portfolios of the funds.  They reflect investment income, the portfolio’s realized and unrealized capital gains and losses, the funds’ expenses, and Our deductions and charges.  The accumulation unit value for each investment division is set at $10.00 on the first day there are policy transactions in Our Separate Account associated with these policies.  After that, the accumulation unit value for any business day is equal to the accumulation unit value for the previous business day multiplied by the net investment factor for that division on that business day.

We determine the net investment factor for each investment division every business day as follows:

·We take the value of the shares belonging to the division in the corresponding fund portfolio at the close of business that day (before giving effect to any policy transactions for that day, such as premium payments or surrenders).  We use the share value reported to Us by the fund.

·We add any dividends or capital gains distributions paid by the portfolio that day.

·We divide this amount by the value of the amounts in the investment division at the close of business on the preceding business day (after giving effect to any policy transactions on that day).

·We subtract a daily asset charge for each calendar day between business days (for example, a Monday calculation may include charges for Saturday and Sunday).  The daily charge is .0024547%, which is an effective annual rate of 0.90%.  We currently intend to reduce this charge to 0.25% after the 10^th policy year.  (This reduction is not guaranteed).

·We may subtract any daily charge for taxes or amounts set aside as tax reserves.

Policy Fund Transactions and “Good Order”

The transactions described below may have different effects on Your policy fund, death benefit, face amount or cost of insurance deductions.  You should consider the net effects before making any policy fund transactions.  Certain transactions have fees.  Remember that upon completion of these transactions, You may not have Your policy fund allocated to more than 10 investment divisions.

Good Order. We cannot process Your requests for transactions relating to Your policy fund until We have received them in good order at Our Executive Office.  “Good order” means the actual receipt of the requested transaction in writing, along with all information and supporting legal documentation necessary to effect the transaction.  This information and documentation generally includes, to the extent applicable, Your completed application, the policy number, the transaction amount (in dollars), the full names of and allocations to and/or from the investment divisions affected by the requested transaction, the signatures of all policy owners, exactly as registered on the policy, social security number or taxpayer I.D., and any other information or supporting documentation that we may require.  With respect to purchase requests, “good order” also generally includes receipt of sufficient funds by Us to effect the purchase.  We may, in Our sole discretion, determine whether any particular transaction request is in good order, and We reserve the right to change or waive any good order requirements at any time.

Transfer Of Policy Fund

You may transfer amounts among the investment divisions and between the General Account and any investment divisions.  To make a transfer of policy fund, write to Our Executive Office at the address shown on page one of this prospectus.  You may also call-in Your requests to Our Executive Office toll-free at (800) 272-1642 or fax Your requests to Our Executive Office at (605) 373-8557.  Any requests sent to other numbers may not be considered received in Our Executive Office.  Currently, You may make an unlimited number of transfers of policy fund in each policy year (subject to “Transfer Limitations below).  However, We reserve the right to assess a $25 charge for each transfer after the 12^th in a policy year.  We reserve the right to eliminate and/or severely restrict the transfer privilege in any manner We deem appropriate for some, all or specific policy owners.  If We charge You for making a transfer, then We will allocate the charge as described under “How Policy Fund Charges Are Allocated” on page 61.  Although a single transfer request may include multiple transfers, it will be considered a single transfer for the purpose of assessing any transfer charge.

The total amount that can be transferred in the General Account to the Separate Account, in any policy year, cannot exceed the larger of:

1.25% of the unloaned amount in the General Account at the beginning of the policy year, or

2.$25,000.  (We reserve the right to decrease this to $1,000.)

These limits do not apply to transfers made in a Portfolio Rebalancing Option or in a Dollar Cost Averaging program that occurs over a time period of 12 or more months.

Completed transfer requests received, in good order, at Our Executive Office before the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed transfer request after the close of regular trading on the New York Stock Exchange, We will process the transfer request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange.

The minimum transfer amount is $200.  The minimum amount does not have to come from or be transferred to just one investment division.  The only requirement is that the total amount transferred that day equals the minimum transfer amount.

Transfer Limitations

Frequent, large, programmed or short-term transfers among investment divisions, such as those associated with “market timing” transactions, can adversely affect the portfolios and the returns achieved by policy owners.  In particular, such transfers may dilute the value of the portfolios’ shares, interfere with the efficient management of the portfolios’ investments, and increase brokerage and administrative costs of the portfolios.  In order to try to protect Our policy owners and the portfolios from potentially harmful trading activity, We have implemented certain market timing policies and procedures (the “market timing procedures”).  Our market timing procedures are designed to detect and prevent frequent or short-term transfer activity among the investment divisions of the Separate Account that may adversely affect other policy owners or portfolio shareholders.

More specifically, currently Our market timing procedures are intended to detect potentially harmful trading or transfer activity by monitoring for any two interfund transfer requests on a policy within a five business day period, in which the requests are moving to and from identical subaccounts (for example, a transfer from MFS VIT New Discovery Series to Fidelity VIP Money Market, followed by a transfer from Fidelity VIP Money Market back to MFS VIT New Discovery within five business days).

We will review transfer requests, daily blotters, and transaction logs in an attempt to identify transfers that exceed these transfer parameters.  When We identify a second trade within five days of the first, We will review those transfers (and other transfers in the same policy) to determine if, in Our judgment, the transfers are part of a market timing strategy or otherwise have the potential to be harmful.  We will honor and process the second transfer request, but if We believe that the activity is potentially harmful, We will suspend that policy’s transfer privileges and We will not accept another transfer request for 14 business days.  We will attempt to inform the policy owner (or registered representative) by telephone that their transfers have been deemed potentially harmful to others and that their transfer privilege is suspended for 14 days.  If We do not succeed in reaching the policy owner or registered representative by phone, We will send a letter by first class mail to the policy owner’s address of record.

We apply Our market timing procedures to all of the investment divisions available under the policy, including those investment divisions that invest in portfolios that affirmatively permit frequent and short-term trading (such as the ProFunds portfolios). However, We offer other variable products that do not apply market-timing procedures with respect to those portfolios (that is, frequent or short-term trading is permitted). In addition, other insurance companies offer variable life insurance and annuity contracts that may permit short-term and frequent trading in those portfolios. Therefore, if You allocate premiums or your policy fund to investment divisions that invest in the ProFunds portfolios, You may indirectly bear the effects of market timing or other frequent trading. These portfolios might not be appropriate for long-term investors.

In addition to Our own market timing procedures, managers of the investment portfolios might contact Us if they believe or suspect that there is market timing or other potentially harmful trading, and, if so, We will take appropriate action to protect others.  In particular, We may, and We reserve the right to, reverse a potentially harmful transfer.   If so, We will inform the policy owner and/or registered representative.  The policy owner will bear any investment loss involved in a reversal.

To the extent permitted by applicable law, We reserve the right to delay or reject a transfer request at any time that We are unable to purchase or redeem shares of any of the portfolios available through Separate Account A, because of any refusal or restriction on purchases or redemptions of their shares on the part of the managers of the investment portfolios as a result of their own policies and procedures on market timing activities or other potentially abusive transfers.  If this occurs, We will attempt to contact You by telephone for further instructions.  If We are unable to contact You within 5 business days after We have been advised that Your transfer request has been refused or delayed by the investment portfolio manager, the amount intended for transfer will be retained in or returned to the originating investment division.

You should be aware that, as required by SEC regulation, We have entered into a written agreement with each underlying fund or principal underwriter that obligates Us to provide the fund, upon written request, with information about You and Your trading activities in the investment divisions investing in the fund’s portfolios.  In addition, We are obligated to execute instructions from the funds that may require Us to restrict or prohibit Your investment in a specific investment division investing in a fund portfolio if the corresponding fund identifies You as violating the frequent trading policies that the fund has established for that portfolio.  You should read the prospectuses of the portfolios for more details on their ability to refuse of restrict purchases or transfers of their shares.

In Our sole discretion, We may revise Our market timing procedures at any time without prior notice as We deem necessary or appropriate to better detect and deter frequent, programmed, large, or short-term transfers that may adversely affect other policy owners or portfolio shareholders, to comply with state or federal regulatory requirements, or to impose additional or alternate restrictions on market timers (such as dollar or percentage limits on transfers).  We may change Our parameters to monitor for a different number of transfers with different time periods, and We may include other factors, such as the size of transfers made by policy owners within given periods of time, as well as the number of “round trip” transfers into and out of particular investment divisions.  For purposes of applying the parameters used to detect potential market timing and other potentially harmful activity, We may aggregate transfers made in two or more policies that We believe are connected (for example, two policies with the same owner, or owned by spouses, or owned by different partnerships or corporations that are under common control, etc.).

We do not include transfers made pursuant to the dollar cost averaging program and portfolio rebalancing program in these limitations.  We may vary Our market timing procedures from investment division to investment division, and may be more restrictive with regard to certain investment divisions than others.  We may not always apply these detections methods to investment divisions investing in portfolios that, in Our judgment, would not be particularly attractive to market timers or otherwise susceptible to harm by frequent transfers.

We reserve the right to place restrictions on the methods of implementing transfers for all policy owners that We believe might otherwise engage in trading activity that is harmful to others.  For example, We might only accept transfers by original “wet” policy owner signature conveyed through the U.S. mail (that is, We can refuse transfer requests submitted by phone, facsimile, e-mail or by any other electronic means).  We also reserve the right to implement and administer redemption fees imposed by one or more of the portfolios in the future.

Policy owners seeking to engage in frequent, programmed, large, or short-term transfer activity may deploy a variety of strategies to avoid detection.  Our ability to detect and deter such transfer activity is limited by operational systems and technological limitations.  In addition, the terms of the policy may also limit Our ability to restrict or deter harmful transfers.  Furthermore, the identification of policy owners determined to be engaged in transfer activity that may adversely affect other policy owners or portfolios’ shareholders involves judgments that are inherently subjective.  Accordingly, despite Our best efforts, We cannot guarantee that Our market timing procedures will detect every potential market timer.  Some market timers may get through our controls undetected and may cause dilution in unit values for others.  We apply Our market timing procedures consistently to all policy owners without special arrangement, waiver, or exception.  We may vary Our market timing procedures among Our other variable insurance products to account for differences in various factors, such as operational systems and policy provisions.  In addition, because other insurance companies and/or retirement plans may invest in the portfolios, We cannot guarantee that the portfolios will not suffer harm from frequent, programmed, large, or short-term transfers among investment divisions of variable policies issued by other insurance companies or among investment options available to retirement plan participants.

Dollar Cost Averaging

The Dollar Cost Averaging (DCA) program enables You to make monthly transfers of a predetermined dollar amount from the DCA source account (any investment division or the General Account) into one or more of the investment divisions.  By allocating monthly, as opposed to allocating the total amount at one time, You may reduce the impact of market fluctuations.  This plan of investing does not insure a profit or protect against a loss in declining markets.  The minimum monthly amount to be transferred using DCA is $200.

You can elect the DCA program at any time.  You must complete the proper request form and send it to Us at Our Executive Office, and there must be a sufficient amount in the DCA source account.  The minimum amount required in the DCA source account for DCA to begin is a sum of $2,400 and the minimum premium.  You can get a sufficient amount by paying a premium with the DCA request form, allocating net premiums, or transferring amounts to the DCA source account.  The DCA election will specify:

a.  the DCA source account from which DCA transfers will be made,

b.  that any money received with the form is to be placed into the DCA source account,

c.  the total monthly amount to be transferred to the other investment divisions, and

d.  how that monthly amount is to be allocated among the investment divisions.

The DCA request form must be received with any premium payments You intend to apply to DCA. 

Once DCA is elected, additional net premiums can be deposited into the DCA source account by sending them in with a DCA request form.  All amounts in the DCA source account will be available for transfer under the DCA program.

Any net premium payments received while the DCA program is in effect will be allocated using the allocation percentages from the DCA request form, unless You specify otherwise.  You may change the DCA allocation percentages or DCA transfer amounts twice during a policy year.

If it is requested when the policy is issued, then DCA will start at the beginning of the 2^nd policy month.  If it is requested after issue, then DCA will start at the beginning of the 1^st policy month which occurs at least 30 days after the request is received.

DCA will last until the value in the DCA source account is exhausted or until We receive Your written termination request.  DCA automatically terminates on the maturity date.

We do not charge any specific fees for You to participate in a DCA program.  However, transfers made through a DCA program which only extends for fewer than 12 months will be included in counting the number of transfers of policy fund.  While We currently allow an unlimited number of free transfers, We do reserve the right to charge for each transfer after the 12^th one in any policy year.

We reserve the right to end the DCA program by sending You one month’s notice.

Portfolio Rebalancing

The Portfolio Rebalancing Option allows policyowners, who are not participating in a Dollar Cost Averaging program, to have Midland National automatically reset the percentage of policy fund allocated to each investment division to a pre-set level.  For example, You may wish to specify that 30% of Your policy fund be allocated to the Fidelity VIP Growth investment division, 40% in the Fidelity VIP High Income investment division and 30% of Fidelity VIP Overseas investment division.  Over time, the variations in the investment divisions’ investment results will shift the percentage allocations of Your policy fund.  If You elect this option, then at each policy anniversary, We will transfer amounts needed to “balance” the policy fund to the specified percentages selected by You.  Rebalancing is not available to amounts in the General Account.  Rebalancing may result in transferring amounts from an investment division earning a relatively high return to one earning a relatively low return.

Even with a Portfolio Rebalancing Option, You can only allocate Your total policy fund up to at most 10 investment divisions.  Portfolio Rebalancing will remain in effect until We receive Your written termination request.  We reserve the right to end the Portfolio Rebalancing Option by sending You one month’s notice.  Contact Us at Our Executive Office to elect the Portfolio Rebalancing Option.

Midland National does not charge any specific fees for You to participate in a portfolio rebalancing program.  However, transfers made through a portfolio rebalancing program which only extends for fewer than 12 months will be included in counting the number of transfers of policy fund.  While We currently allow an unlimited number of free transfers, We do reserve the right to charge for each transfer after the 12^th one in any policy year.

Policy Loans

Using only Your policy as security, You may borrow up to 92% of the net cash surrender value (the policy fund less the surrender charge minus any policy debt).  If You request an additional loan, then the outstanding loan and loan interest will be added to the additional loan amount and the original loan will be canceled.  Thus, You will only have one outstanding loan.

A loan taken from, or secured by, a policy may have federal income tax consequences.  See “TAX EFFECTS” on page 63.

You may request a loan by contacting Our Executive Office.  You should tell Us how much of the loan You want taken from Your unloaned amount in the General Account or from the Separate Accountinvestment divisions.  If You do not tell Us how to allocate Your loan, the loan will be allocated according to Your deduction allocation percentages as described under “How Policy Fund Charges Are Allocated” on page 61.  If the loan cannot be allocated this way, then We will allocate it in proportion to the unloaned amounts of Your policy fund in the General Account and each investment division.  We will redeem units from each investment division equal in value to the amount of the loan allocated to that investment division (and transfer these amounts to the General Account). 

If You use a third party registered investment adviser in connection with allocations among the investment divisions, You can request that We take loans from Your policy to pay the advisory fees provided We have received documentation from You and Your adviser.  This does not constitute Us providing investment advice.  Before taking a policy loan, You should consult a tax advisor to consider the tax consequences of a loan on Your life insurance policy.  See “TAX EFFECTS” on page 64.

Interest Credited on Policy Loans:  The portion of the General Account that is equal to the policy loan will be credited with interest at a rate of 3.5% per year.

Policy Loan Interest Charged: After the 10^th policy year, We guarantee that We will offer zero cost loans which will be available for the loan amount that is equal to earnings, if any (the earnings are equal to the policy fund less premiums paid).  The annual interest rate charged on zero cost loans is guaranteed to be 3.5% (which is the same rate We guarantee to credit on zero cost loans).  We guarantee this rate unless a higher interest rate is required by the Internal Revenue Service.  If the Internal Revenue Service requires a higher policy loan interest rate, We will charge the minimum interest rate allowed.  A zero cost loan may have tax consequences.  See “TAX EFFECTS” on page 63.

Currently, the annual interest rate We charge on standard loans is 5.5%.  We guarantee that the rate charged on standard loans will not exceed 8% per year.

Interest is due on each policy anniversary or, if earlier, on the date of loan repayment, policy lapse, surrender, policy termination, or the Insured’s death.  If You do not pay the interest when it is due, then it will be added to Your outstanding loan and allocated based on the deduction allocation percentages for Your policy fund.  This means We make an additional loan to pay the interest and will transfer amounts from the General Account or the investment divisions to make the loan.  If We cannot allocate the interest based on these percentages, then We will allocate it as described above.

Repaying The Loan: You may repay all or part of a policy loan while Your policy is inforce.  While You have a policy loan, We assume that any money You send Us is meant to repay the loan.  If You wish to have any of these payments serve as premium payments, then You must tell Us in writing.

You may choose how You want Us to allocate Your repayments.  If You do not give Us instructions, We will allocate Your repayments based on Your premium allocation percentages.

The Effects Of A Policy Loan On Your Policy Fund. A loan against Your policy will have a permanent effect on Your policy fund and benefits, even if the loan is repaid.  When You borrow on Your policy, We transfer Your loan amount into Our General Account where it earns a declared rate of interest.  You cannot invest that loan amount in any Separate Accountinvestment divisions.  You may earn more or less on the loan amount, depending on whether the performance of the investment divisions and is better or worse than the 3.5% annual interest We credit on the portion of the General Account securing the policy loan.  A policy loan will reduce the policy’s ultimate death benefit and cash value.

Your Policy May Lapse: Your loan may affect the amount of time that Your policy remains inforce.  For example, Your policy may lapse because the loaned amount cannot be used to cover the monthly deductions that are taken from Your policy fund.  If these deductions are more than the net cash surrender value of Your policy, then the policy’s lapse provisions may apply.  Since the policy permits loans up to 92% of the cash surrender value (the policy fund less the surrender charge) less any policy debt, loan repayments or additional premium payments may be required to keep the policy inforce, especially if You borrow the maximum.

Withdrawing Money From Your Policy Fund

You may request a partial withdrawal of Your net cash surrender value by writing to Our Executive Office.  You may also fax Your requests to Our Executive Office at (605) 373-8557.  Any requests sent to another number may not be considered received in Our Executive Office.If You make more than one partial withdrawal in a policy year, We will impose a partial withdrawal charge as explained in the paragraph entitled “Withdrawal Charges” listed below.   Partial withdrawals are subject to certain conditions.  They must:

·be at least $200,

·total no more than 50% of the net cash surrender value in any policy year,

·allow the death benefit to remain above the minimum for which We would issue the policy at that time, and

·allow the policy to still qualify as life insurance under applicable tax law.

You may specify how much of the withdrawal You want taken from each investment division and Our General Account.  If You do not tell Us, then We will make the withdrawal as described in “How Policy Fund Charges Are Allocated” on page 61.

Completed partial withdrawal requests received, in good order, at Our Executive Office before the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed partial withdrawal request after the close of regular trading on the New York Stock Exchange, We will process the partial withdrawal request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange.

In general, We do not permit You to make a withdrawal of monies for which Your premium check has not cleared Your bank.

Withdrawal Charges. When You make a partial withdrawal more than once in a policy year, a charge of $25 (or 2% of the amount withdrawn, whichever is less), will be deducted from Your policy fund.  If You do not give Us instructions for deducting the charge, then it will be deducted as described under “How Policy Fund Charges Are Allocated” on page 61.

The Effects Of A Partial Withdrawal: A partial withdrawal reduces the amount in Your policy fund, the cash surrender value and generally the death benefit on a dollar-for-dollar basis.  However if, the death benefit is based on the corridor percentage multiple, then the death benefit reduction could be greater.  If You have elected death benefit option 1, then We will also reduce the face amount of Your policy so that there will be no change in the net amount at risk.  We will send You a new Schedule of Policy Benefits to reflect this change.  Both the withdrawal and any reductions will be effective as of the business day We receive Your request (in good order) at Our Executive Office, if it is received before 3:00 P.M. Central Time. If we receive Your request at our Executive Office after 3:00 p.m. Central Time, then it will be effective on the following business day.

Depending on individual circumstances, a policy loan might be better than a partial withdrawal if You need temporary cash.  A withdrawal may have tax consequences.  See “TAX EFFECTS” on page 63.

Surrendering Your Policy

You may surrender Your policy for its net cash surrender value while the Insured person is living.  You do this by sending both a written request and the policy to Our Executive Office.  If You surrender Your policy or allow it to lapse during the surrender charge period, We may assess a surrender charge.  The net cash surrender value equals the cash surrender value minus any policy debt.  The net cash surrender value may be very low, especially during the early policy years.  During the surrender charge period (this period of time is the earlier of (a) 15 policy yearsafter the date of issue or an increase in face amountor (b) attained at age 95), the cash surrender value is the policy fund minus the surrender charge.  After the surrender charge period, the cash surrender value equals the policy fund.  We will compute the net cash surrender value as of the business day We receive Your request and policy at Our Executive Office.  All of Your insurance coverage will end on that date. 

Completed surrender requests received, in good order, at Our Executive Office before the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed surrender request after the close of regular trading on the New York Stock Exchange, We will process the surrender request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange.

A surrender may have income tax consequences. See “TAX EFFECTS” on page 64.

THE GENERAL ACCOUNT

You may allocate all or some of Your policy fund to the General Account.  The General Account pays interest at a declared rate.  We guarantee the principal after deductions.  The General Account supports Our insurance and annuity obligations.  Any amounts in the General Account are subject to Our financial strength and claims-paying ability and our long-term ability to make such payments.  We issue other types of insurance policies as well, and we also pay our obligations under those products from our assets in the General Account.

Because of applicable exemptive and exclusionary provisions, interests in the General Account have not been registered under the Securities Act of 1933, and the General Account has not been registered as an investment company under the Investment Company Act of 1940.  Accordingly, neither the General Account nor any interests therein are generally subject to regulation under the 1933 Act or the 1940 Act.  We have been advised that the staff of the SEC has not made a review of the disclosures which are included in this prospectus for Your information and which relate to the General Account.

You may accumulate amounts in the General Account by:

·allocating net premium and loan payments,

·transferring amounts from the investment divisions,

·securing any policy loans, or

·earning interest on amounts You already have in the General Account.

This amount is reduced by transfers, withdrawals and allocated deductions.

We pay interest on all Your amounts in the General Account.  The annual interest rates will never be less than 3.5%.  We may, at Our sole discretion, credit interest in excess of 3.5% per year.You assume the risk that interest credited may not exceed 3.5% per year.  We may pay different rates on unloaned and loaned amounts in the General Account.  Interest compounds daily at an effective annual rate that equals the annual rate We declare.

You may request a transfer between the General Account and one or more of the investment divisions, within limits.  See “Transfer Of Policy Fund” on page 50.

The General Account may not be available in all states.  Your state of issue will determine if the General Account is available on Your policy.  Please check Your policy form to see if the General Account is available on Your policy.

DEDUCTIONS AND CHARGES

Deductions From Your Premiums

We deduct a premium charge, and in some cases a service charge from each premium upon receipt.  The rest of each premium (called the net premium) is placed in Your policy fund. 

Since this charge is a percentage of paid premiums, the amount of the charge will vary with the amount of premium.

Premium Charge. We deduct a 6.5% premium charge from each premium payment.  Currently, We plan to eliminate this charge after 15 policy years – this is not guaranteed.  This charge partially reimburses Us for premium taxes We incur and for the selling and distribution costs of this policy.  The percentage We estimate to be paid for premium taxes is an average of what We anticipate owing, and therefore, may exceed that actual rate imposed by Your state.  This is a tax to Midland National so You cannot deduct it on Your income tax return.   

Our selling and distribution costs include commissions and the costs of preparing sales literature and printing prospectuses.  (We also deduct a surrender charge if You surrender Your policy for its net cash surrender value or let Your policy lapse during the surrender charge period.  See “Surrender Charge” on page 62.)

Civil Service Allotment Service Charge.  If You have chosen the Civil Service Allotment Mode, then We deduct $.46 from each premium payment. The $.46 (forty-six cents) covers the extra expenses We incur in processing bi-weekly premium payments.

Charges Against The Separate Account

Fees and charges allocated to the investment divisions reduce the amount in Your policy fund.

Mortality and Expense Risks. We charge for assuming mortality and expense risks.  We guarantee that monthly administrative and insurance deductions from Your policy fund will never be greater than the maximum amounts shown in Your policy.  The mortality risk We assume is that Insured people will live for shorter periods than We estimated. When this happens, We have to pay a greater amount of death benefits than We expected.  The expense risk We assume is that the cost of issuing and administering policies will be greater than We expected.  We deduct a daily charge for mortality and expense risks at an effective annual rate of 0.90% of the value of assets in the Separate Account attributable to the policy.  We currently intend to reduce this charge to 0.25% after the 10^th policy year (this reduction is not guaranteed).  The investment divisions’ accumulation unit values reflect this charge.  See “How We Determine The Accumulation Unit Value” on page 49.  If the money We collect from this charge is not needed, then We profit.  We expect to make money from this charge.  To the extent sales expenses are not covered by this premium load and surrender charge, Our General Account assets, which may include amounts derived from this mortality and expense risk charge, will be used to cover sales expenses.

Tax Reserve. We reserve the right to charge for taxes or tax reserves, which may reduce the investment performance of the investment divisions.  Currently, no such charge is made.

Monthly Deductions From Your Policy Fund

At the beginning of each policy month (including the policy date), the following three deductions are taken from Your policy fund.

1.Expense Charge: This charge is $7.00 per month.  This charge covers the continuing costs of maintaining Your policy, such as premium billing and collections, claim processing, policy transactions, record keeping, communications with owners and other expense and overhead items.

2.Charges for Additional Benefits: Monthly deductions are made for the cost of certain additional benefits.  With the exception of the Living Needs Rider, the charges for any additional benefits You select will be deducted on the rider date and each monthly anniversary thereafter.  See the “FEE TABLE” on page 14 and “Additional Benefits” starting on page 32.  We may change these charges, but Your policy contains tables showing the guaranteed maximum rates for all of these insurance costs.

3.Cost of Insurance Deduction: The cost of insurance deduction is Our current monthly cost of insurance rate times the net amount at risk at the beginning of the policy month. The net amount at risk is the difference between Your death benefit and Your policy fund.  If the current death benefit for the month is increased due to the requirements of federal tax law, then Your amount at risk for the month will also increase.  For this purpose, Your policy fund amount is determined before deduction of the cost of insurance deduction, but after all of the other deductions due on that date.  The amount of the cost of insurance deduction will vary from month to month with changes in the amount at risk.  We may profit from this charge.

The cost of insurance rate is based on a number of factors, including, but not limited to, the sex, attained age, and rating class of the Insured person at the time of the charge.  (In Montana, there are no distinctions based on sex.)  We place the Insured person that is a standard risk in the following rate classes: preferred non-smoker, non-smoker, and smoker.  The Insured person may also be placed in a rate class involving a higher mortality risk, known as a substandard class.  We may change the cost of insurance rates, but they will never be more than the guaranteed maximum rates set forth in Your policy.  The maximum charges are based on the charges specified in the Commissioner’s 1980 Standard Ordinary Mortality Table.  The table below shows the current and guaranteed maximum monthly cost of insurance rates per $1,000 of amount at risk for a male, preferred, non-smoker, standard risk at various ages for the first policy year.

Illustrative Table of Monthly Cost of Insurance Rates

(Rounded) per $1,000 of Amount at Risk

Male Attained Age	Guaranteed Maximum Rate	Current (Preferred Non-Smoker) Rate
5	$.07	$.05
15	.11	.10
25	.13	.09
35	.14	.10
45	.29	.19
55	.69	.35
65	1.87	.81

For example, for a male preferred non-smoker, age 35 with a $100,000 face amountdeath benefit option 1 policy and an initial premium of $1,000, the first monthly deduction (taken on the date the policy is issued) is $16.91.  This example assumes the current monthly expense charge of $7.00 and the current cost of insurance deduction of $9.91.  The $9.91 is calculated by multiplying the current monthly cost of insurance rate per $1,000 ($0.10) times the amount at risk ($100,000 face less the initial cash value of $928 which is $1,000 of premium less the $65 for the premium charge less the $7.00 expense charge).  This example assumes that there are no charges for riders or other additional benefits.

The non-smoker cost of insurance rates are lower than the smoker cost of insurance rates.  To qualify for non-smoker rates, an Insured must be a standard risk and must meet additional requirements that relate to smoking habits.  The reduced cost of insurance rates depend on such variables as the attained age and sex of the Insured.

The preferred non-smoker cost of insurance rates are lower than the non-smoker cost of insurance rates.  To qualify for the preferred non-smoker class, the Insured person must be age 20 or over and meet certain underwriting requirements.

If the policy is purchased in connection with an employment-related insurance or benefit plan, employers and employee organizations should consider, in consultation with counsel, the impact of Title VII of the Civil Rights Act of 1964.  In 1983, the United States Supreme Court held that under Title VII, optional annuity benefits under a deferred compensation plan could not vary on the basis of sex.

Changes in Monthly Deductions. Any changes in the cost of insurance, charges for additional benefits or expense charges will be by class of Insured and will be based on changes in future expectations of investment earnings, mortality, the length of time policies will remain in effect, expenses and taxes.

Automatic Benefit Increase Provision Rider Charges. Please see “APPENDIX A” on page 83 for information on this rider.

Transaction Charges

In addition to the deductions described above, We charge fees for certain policy transactions:

·Partial Withdrawal of net cash surrender value.  You may make one partial withdrawal during each policy year without a charge. There is an administrative charge of $25 or 2 percent of the amount withdrawn, whichever is less, each time You make a partial withdrawal if more than one withdrawal is made during a year.

·Transfers.  Currently, We do not charge when You make transfers of policy fund among investment divisions.  We reserve the right to assess a $25 charge for each transfer after the twelfth in a policy year.

How Policy Fund Charges Are Allocated

Generally, deductions from Your policy fund for monthly or partial withdrawal charges are made from the investment divisions and the unloaned portion of the General Account.  They are made in accordance with Your specified deduction allocation percentages unless You instruct Us otherwise.  Your deductions allocation percentages may be any whole numbers (from 0 to 100) which add up to 100.  You may change Your deduction allocation percentages by writing to Our Executive Office.  Changes will be effective as of the date We receive them in good order.

If We cannot make a deduction in accordance with these percentages, We will make it based on the proportion of (a) to (b) where (a) is Your unloaned amounts in the General Account and Your amounts in the investment divisions and (b) is the total unloaned amount of Your policy fund.

Deductions for transfer charges are made equally between the investment divisions from which the transfer was made. For example, if the transfer is made from two investment divisions, then the transfer charge assessed to each of the investment divisions will be $12.50.

Loan Charge

Loan interest is charged in arrears on the outstanding loan.  Loan interest that is unpaid when due will be added to the outstanding loan on each policy anniversary (or, if earlier, on the date of loan repayment, policy lapse, surrender, policy termination, or the Insured’s death) and will bear interest at the same rate of the loan.  We currently charge an annual interest rate of 5.5% on loans. 

After offsetting the 3.5% annual interest rate that We guarantee We will credit to the portion of Our General Account securing the loan against the maximum loan interest rate of 8.0%, the maximum guaranteed net cost of the loan is 4.5% annually on the entire loan amount in policy years 1-10 and the loan amount not attributable to earnings thereafter.  However, the current net cost of the loans is 2.0% annually in policy years 1-10.  The current net cost of 2.0% for policy years 1-10 is derived by taking the 5.5% annual interest rate that We currently charge on loans and reducing it by the 3.5% annual interest rate We credit currently to the portion of the General Account securing the loan.  After the 10^th policy year, the net cost of the loan will always be 0% on the amount attributable to earnings.

Surrender Charge

The surrender charge is the difference between the amount in Your policy fund and Your policy’s cash surrender value for the surrender charge period (the surrender charge period is the earlier of 15 policy years after the date of issue or increase in face amount, or attained age 95).  It is a contingent charge designed to partially recover Our expenses in distributing and issuing policies which are terminated by surrender or lapse in their early years (the premium charge is also designed to partially reimburse Us for these expenses).  It is a contingent load because You pay it only if You surrender Your policy (or let it lapse) during the surrender charge period.  The amount of the charge in a policy year is not necessarily related to Our actual sales expenses in that year.  We anticipate that the premium charge and surrender charge will not fully cover Our sales expenses.  If sales expenses are not covered by the premium charge and surrender charges, We will cover them with other assets.  The net cash surrender value, the amount We pay You if You surrender Your policy for cash, equals the cash surrender value minus any policy debt.  The cash surrender value is the policy fund minus the surrender charge.  See “Surrendering Your Policy” on page 56.

The first year surrender charge varies by the issue age, sex and class of the Insured at the time the policy is issued.  The maximum charge for Your policy per $1,000 of face amount is the first year charge.  The first year charge, on a per $1,000 of face amount basis, gradually decreases over the surrender charge period (this period of time is the earlier of 15 policy years after the date of issue or increase in face amount, or attained age 95) and is $0.00 after the surrender charge period expires.

The following table provides some examples of the first year surrender charge.  The maximum first year surrender charge for all issue ages, sexes, and classes is $52.50 per $1,000 of face amount.  The $52.50 per $1,000 of face amountsurrender charge occurs for males issued at a smoker class with issue ages at 58 or older.  Your policy will specify the actual surrender charge rate, per $1,000 of face amount, for all durations in the surrender charge period.  The table below is only intended to give You an idea of the level of first year surrender charges for a few sample issue ages, sexes and classes.

Examples of First Year Surrender Charges

Per $1,000 of Face Amount

Issue Age	Sex	Class	Surrender Charge Per $1,000 of Face Amount
15	Male	Preferred Non-Smoker	$14.00
15	Female	Preferred Non-Smoker	$13.00
35	Male	Non-Smoker	$19.00
35	Male	Smoker	$22.50
55	Female	Non-Smoker	$31.00
55	Female	Smoker	$36.00
65	Male	Smoker	$52.50
65	Female	Smoker	$50.00

A face amount decrease will not reduce the surrender charge.  If the face amount is increased, there will be a new or increased surrender charge and a new 15 year surrender charge period

for the amount of the increase.  The surrender charge for the face amount increase will equal the surrender charge for a new policy with:

·The initial face amount set equal to the face amount increase;

·The Insured’s policy age on the policy date equal to the policy age on the date of the face amount increase; and

·The premium class for the face amount increase.

Suppose You bought Your policy at issue age 35 under a male preferred nonsmoker class with a face amount of $200,000.  During the 10^th policy year, You decided to increase Your face amount by $100,000 to obtain a total face amount of $300,000.  If the face amount increase was determined to be acceptable to Us under the nonsmoker class, the surrender charge for Your $100,000 of increase would be the same as a new policy with the following surrender charge criteria:

·face amount of $100,000

·a policy age of 44 (the increase was effective during the 10^th policy year before the policy anniversary at which You attained age 45)

·a premium class of male nonsmoker

The original $200,000 of face amount would continue to fall under the surrender charge schedule established at the issue date of the policy, but the $100,000 of face amount increase would begin a new surrender charge schedule with the criteria stated in (a) through (c) above.  At the time a face amount increase becomes effective, We will send You an endorsement to Your policy which states the surrender charge criteria and surrender charge amounts.

Portfolio Expenses

The value of the net assets of each investment division reflects the management fees and other expenses incurred by the corresponding portfolio in which the investment divisions invest.  Some portfolios also deduct 12b-1 fees from portfolio assets.  You pay these fees and expenses indirectly.  Some portfolios may also impose redemption fees, which We would administer and deduct from Your policy fund.  Any redemption fee would be retained by or paid to the portfolio and not retained by Us. For further information, consult the portfolios’ prospectuses.

TAX EFFECTS

INTRODUCTION

The following summary provides a general description of the federal income tax considerations associated with the policy and does not purport to be complete or to cover all tax situations.  This discussion is not intended as tax advice.  Counsel or other competent tax advisors should be consulted for more complete information.  This discussion is based upon Our understanding of the present federal income tax laws.  No representation is made as to the likelihood of continuation of the present federal income tax laws or as to how they may be interpreted by the Internal Revenue Service.

TAX STATUS OF THE POLICY

In order to qualify as a life insurance policy for federal income tax purposes and to receive the tax treatment normally accorded life insurance policies under federal tax law, a policy must satisfy certain requirements which are set forth in the Internal Revenue Code. Guidance as to how these requirements are to be applied is limited.  Nevertheless, We believe that a policy issued on a standard rate class basis should satisfy the applicable requirements.  There is less guidance, however, with respect to policies issued on a substandard basis and it is not clear whether such policies will in all cases satisfy the applicable requirements particularly if You pay the full amount of premiums under the policy.  If it is subsequently determined that a policy does not satisfy the applicable requirements, We may take appropriate steps to bring the policy into compliance with such requirements and We reserve the right to restrict policy transactions in order to do so.

In some circumstances, owners of variable policies who retain excessive control over the investment of the underlying Separate Account assets may be treated as the owners of those assets and may be subject to tax on income produced by those assets.  Although published guidance in this area does not address certain aspects of the policies, We believe that the owner of a policy should not be treated as the owner of the Separate Account assets.  We reserve the right to modify the policies to bring them into conformity with applicable standards should such modification be necessary to prevent owners of the policies from being treated as the owners of the underlying Separate Account assets.

In addition, the Code requires that the investments of the Separate Account be “adequately diversified” in order for the policies to be treated as life insurance policies for federal income tax purposes.  It is intended that the Separate Account, through the eligible funds, will satisfy these diversification requirements.

The following discussion assumes that the policy will qualify as a life insurance policy for federal income tax purposes.

TAX TREATMENT OF POLICY BENEFITS

In General

We believe that the death benefit under a policy should generally be excludible from the gross income of the beneficiary.  Federal, state and local transfer, and other tax consequences of ownership or receipt of policy proceeds depend on the circumstances of each policy owner or beneficiary.  A tax advisor should be consulted on these consequences.

Generally, the policy owner will not be deemed to be in constructive receipt of the policy cash value until there is a distribution.  When distributions from a policy occur, or when loans are taken out from or secured by a policy, the tax consequences depend on whether the policy is classified as a “modified endowment contract”.

Modified Endowment Contracts (“MEC”)

Under the Internal Revenue Code, certain life insurance policies are classified as “Modified Endowment Contracts” (MEC), with less favorable tax treatment than other life insurance policies.  Due to the flexibility of the policies as to premiums and benefits, the individual circumstances of each policy will determine whether it is classified as a MEC.  In general a policy will be classified as a MEC if the amount of premiums paid into the policy causes the policy to fail the “7-pay test.”  A policy will fail the 7-pay test if at any time in the first seven policy years, the amount paid into the policy exceeds the sum of the level premiums that would have been paid at that point under a policy that provided for paid-up future benefits after the payment of seven level annual payments. 

If there is a reduction in the benefits under the policy during the first seven years, for example, as a result of a partial surrender, the 7-pay test will have to be reapplied as if the policy had originally been issued at the reduced face amount.  If there is a “material change” in the policy’s benefits or other terms, the policy may have to be retested as if it were a newly issued policy.  A material change may occur, for example, when there is an increase in the death benefit which is due to the payment of an unnecessary premium.  Unnecessary premiums are premiums paid into the policy which are not needed in order to provide a death benefit equal to the lowest death benefit that was payable in the first seven policy years.  To prevent Your policy from becoming a MEC, it may be necessary to limit premium payments or to limit reductions in benefits.  A current or prospective policy owner should consult a tax advisor to determine whether a policy transaction will cause the policy to be classified as a MEC.

Distributions Other Than Death Benefits from Modified Endowment Contracts

Policies classified as modified endowment contracts are subject to the following tax rules:

(1)All distributions other than death benefits, including distributions upon surrender and withdrawals, from a modified endowment contract will be treated first as distributions of gain taxable as ordinary income and as tax-free recovery of the policy owner’s investment in the policy only after all gain has been distributed.

(2)Loans taken from or secured by a policy classified as a modified endowment contract are treated as distributions and taxed accordingly.

(3)A 10 percent additional income tax is imposed on the amount subject to tax except where the distribution or loan is made when the policy owner has attained age 59½ or is disabled, or where the distribution is part of a series of substantially equal periodic payments for the life (or life expectancy) of the policy owner or the joint lives (or joint life expectancies) of the policy owner and the policy owner’s beneficiary or designated beneficiary.

If a policy becomes a modified endowment contract, distributions that occur during the policy year will be taxed as distributions from a modified endowment contract.  In addition, distributions from a policy within two years before it becomes a modified endowment contract will be taxed in this manner.  This means that a distribution made from a policy that is not a modified endowment contract could later become taxable as a distribution from a modified endowment contract.

Distributions Other Than Death Benefits from Policies that are not Modified Endowment Contracts

Distributions other than death benefits from a policy that is not classified as a modified endowment contract are generally treated first as a recovery of the policy owner’s investment in the policy and only after the recovery of all investment in the policy as taxable income. 

However, certain distributions which must be made in order to enable the policy to continue to qualify as a life insurance policy for federal income tax purposes if policy benefits are reduced during the first 15 policy years may be treated in whole or in part as ordinary income subject to tax.

Loans from or secured by a policy that is not a modified endowment contract are generally not treated as distributions.  However, the tax consequences associated with loans after the 10^th policy year are less clear and a tax advisor should be consulted about such loans. 

Finally, neither distributions from nor loans from or secured by a policy that is not a modified endowment contract are subject to the 10 percent additional income tax.

Investment in the Policy

Your investment in the policy is generally Your aggregate premiums.  When a distribution is taken from the policy, Your investment in the policy is reduced by the amount of the distribution that is tax-free.

Policy Loans and the Benefit Extension Rider

In general, interest on a policy loan will not be deductible.  If a policy loan is outstanding when a policy is canceled or lapses, the amount of the outstanding indebtedness will be added to the amount distributed and will be taxed accordingly.  Before taking out a policy loan, You should consult a tax advisor as to the tax consequences.

This policy may be purchased with the intention of accumulating policy fund on a tax-free basis for some period (such as,until retirement) and then periodically borrowing from the policy without allowing the policy to lapse.  The aim of this strategy is to continue borrowing from the policy until its policy fund is just enough to pay off the policy loans that have been taken out and then relying on the Benefit Extension Rider to keep the policy in force until the death of the Insured.  Anyone contemplating taking advantage of this strategy should be aware that it involves several risks.  First, if the death benefit under the benefit extension rider is lower than the policy’s original death benefit, then the policy might become a MEC which could result in a significant tax liability attributable to the balance of any policy debt. Second, this strategy will fail to achieve its goal if the policy is a MEC or becomes a MEC after the periodic borrowing begins.  Third, this strategy has not been ruled on by the Internal Revenue Service (the “IRS”) or the courts and it may be subject to challenge by the IRS, since it is possible that loans under this policy may be treated as taxable distributions when the rider causes the policy to be converted to a fixed policy.  In that event, assuming policy loans have not already been subject to tax as distributions, a significant tax liability could arise.  Anyone considering using the policy as a source of tax-free income by taking out policy loans should, before purchasing the policy, consult with and rely on a competent tax advisor about the tax risks inherent in such a strategy.

Withholding

To the extent that policy distributions are taxable, they are generally subject to withholding for the recipient’s federal income tax liability.  Recipients can generally elect however, not to have tax withheld from distributions.

Life Insurance Purchases by Residents of Puerto Rico

In Rev. Rul. 2004-75, 2004-31 I.R.B. 109, the Internal Revenue Service announced that income received by residents of Puerto Rico under life insurance or annuity policies 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.

Life Insurance Purchases by Nonresident Aliens and Foreign Corporations

The discussion above provides general information regarding U.S. federal income tax consequences to life insurance 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 life insurance policies 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 a life insurance policy purchase.

Multiple Policies

All modified endowment contracts that are issued by Us (or Our affiliates) to the same policy owner during any calendar year are treated as one modified endowment contract for purposes of determining the amount includible in the policy owner’s income when a taxable distribution occurs.

Continuation of Policy Beyond Age 100

The tax consequences of continuing the policy beyond the Insured’s 100th year are unclear.  You should consult a tax advisor if You intend to keep the policy inforce beyond the Insured’s 100th year.

Section 1035 Exchanges

Generally, there are no tax consequences when you exchange one life insurance policy for another, so long as the same person is being insured (a change of the insured is a taxable event).  Paying additional premiums under the new policy may cause it to be treated as a modified endowment contract.  The new policy may also lose any “grandfathering” privilege, where you would be exempt from certain legislative or regulatory changes made after your original policy was issued, if you exchange your policy.  You should consult with a tax advisor if you are considering exchanging any life insurance policy.

Living Needs Rider 

We believe that payments received under the Living Needs rider should be fully excludable from the gross income of the beneficiary if the beneficiary is the Insured under the policy.  However, You should consult a qualified tax adviser about the consequences of adding this rider to a policy or requesting payment under this rider.

Business Uses of Policy

Businesses can use the policies in various arrangements, including nonqualified deferred compensation or salary continuance plans, split dollar insurance plans, executive bonus plans, tax exempt and nonexempt welfare benefit plans, retiree medical benefit plans and others.  The tax consequences of such plans may vary depending on the particular facts and circumstances.  If You are purchasing the policy for any arrangement the value of which depends in part on its tax consequences, You should consult a qualified tax advisor. 

Employer-Owned Life Insurance Policies

Pursuant to recently enacted section 101(j) of the Code, unless certain eligibility, notice and consent requirements are satisfied, the amount excludible as a death benefit payment under an employer-owned life insurance policy will generally be limited to the premiums paid for such policy (although certain exceptions may apply in specific circumstances).  An employer-owned life insurance policy is a life insurance policy owned by an employer that insures an employee of the employer and where the employer is a direct or indirect beneficiary under such policy.  It is the employer’s responsibility to verify the eligibility of the intended Insured under employer-owned life insurance policies and to provide the notices and obtain the consents required by section 101(j).  These requirements generally apply to employer-owned life insurance policies

issued or materially modified after August 17, 2006.  A tax adviser should be consulted by anyone considering the purchase or modification of an employer-owned life insurance policy.

Non-Individual Owners and Business Beneficiaries of Policies

If a policy is owned or held by a corporation, trust or other non-natural person, this could jeopardize some (or all) of such entity’s interest deduction under Code Section 264, even where such entity’s indebtedness is in no way connected to the policy.  In addition, under Section 264(f)(5), if a business (other than a sole proprietorship) is directly or indirectly a beneficiary of a policy, this policy could be treated as held by the business for purposes of the Section 264(f) entity-holder rules.  Therefore, it would be advisable to consult with a qualified tax advisor before any non-natural person is made an owner or holder of a policy, or before a business (other than a sole proprietorship) is made a beneficiary of a policy.

Split-Dollar Arrangements

The IRS and the Treasury Department have issued guidance that substantially affects split-dollar arrangements.  Consult a qualified tax advisor before entering into or paying additional premiums with respect to such arrangements.

Additionally, the Sarbanes-Oxley Act of 2002 (the “Act”) prohibits, with limited exceptions, publicly-traded companies, including non-U.S. companies that have securities listed on exchanges in the United States, from extending, directly or through a subsidiary, many types of personal loans to their directors or executive officers.  It is possible that this prohibition may be interpreted as applying to split-dollar life insurance policies for directors and executive officers of such companies, since such insurance arguably can be viewed as involving a loan from the employer for at least some purposes.

Although the prohibition on loans is generally effective as of July 30, 2002, there is an exception for loans outstanding as of the date of enactment, so long as there is no material modification to the loan terms and the loan is not renewed after July 30, 2002.  Any affected business contemplating the payment of a premium on an existing policy, or the purchase of a new policy, in connection with a split-dollar life insurance arrangement should consult legal counsel.

Alternative Minimum Tax

There may also be an indirect tax upon the income in the policy or the proceeds of a policy under the federal corporate alternative minimum tax, if the owner is subject to that tax.

Estate, Gift, and Generation-Skipping Transfer Tax Considerations

The transfer of the policy or designation of a beneficiary may have federal, state, and/or local transfer and inheritance tax consequences, including the imposition of gift, estate, and generation-skipping transfer taxes.  For example, when the Insured dies, the death proceeds will generally be includable in the owner’s estate for purposes of federal estate tax if the Insured owned the policy.  If the owner was not the Insured, the fair market value of the Policy would be included in the owner’s estate upon the owner’s death.  The Policy would not be includable in the Insured’s estate if the Insured neither retained incidents of ownership at death nor had given up ownership within three years before death.

Moreover, under certain circumstances, the Code may impose a “generation skipping transfer tax” when all or part of a life insurance policy 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 policy, or from any applicable payment, and pay it directly to the IRS.

Qualified tax advisers should be consulted concerning the estate and gift tax consequences of policy ownership and distributions under federal, state and local law.  The individual situation of each owner or beneficiary will determine the extent, if any, to which federal, state, and local transfer and inheritance taxes may be imposed and how ownership or receipt of policy proceeds will be treated for purposes of federal, state and local estate, inheritance, generation-skipping and other taxes.

Please note:  In 2001, Congress enacted the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"), which eliminated the estate tax (but not the gift tax) and replaced it with a carryover basis income tax regime for estates of decedents dying in 2010, and also eliminated the generation-skipping transfer tax for transfers made in 2010.  Beginning in 2011, however, EGTRRA allowed the estate, gift and generation-skipping transfer taxes to return to their pre-EGTRRA form.  Moreover, it is possible that Congress may enact legislation reinstating the estate and generation-skipping transfer taxes for 2010, possibly on a retroactive basis.  The uncertainty as to future estate, gift and generation-skipping transfer taxes underscores the importance of seeking guidance from a qualified advisor to help ensure that Your estate plan adequately addresses Your needs and that of Your beneficiaries under all possible scenarios.

Foreign Tax Credits

We 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.

Possible Tax Law Changes

Although the likelihood of legislative changes is uncertain, there is always the possibility that the tax treatment of the policy could change by legislation or otherwise.  Consult a tax advisor with respect to legislative developments and their effect on the policy.

Our Income Taxes

Under current federal income tax law, We are not taxed on the Separate Account’s operations.  Thus, currently We do not deduct a charge from the Separate Account for federal income taxes.   We reserve the right to charge the Separate Account for any future federal income taxes We may incur.

Under current laws in several states, We may incur state and local taxes (in addition to premium taxes).  These taxes are not now significant and We are not currently charging for them.  If they increase, We may deduct charges for such taxes.

ADDITIONAL INFORMATION ABOUT THE POLICIES

Your Right To Examine this Policy

For a limited period of time, as specified in Your policy, You have a right to examine the policy.  If for any reason You are not satisfied with it, then You may cancel the policy.  You can cancel the policy by sending it to Our Executive Office along with a written cancellation request.  Generally, Your cancellation request must be postmarked by the latest of the following dates:

·10 days after You receive Your policy;

·10 days after We mail You a written notice telling You about Your rights to cancel (Notice of Withdrawal Right); or

·45 days after You sign Part 1 of the policy application.

If state law requires a longer right to examine period, it will be noted on the cover page of Your policy.

In all cases, We allocate Your premiums according to Your instructions on the policy’s record date.  Generally, if You cancel Your policy during the right to examine period, then We will return all of the charges deducted from Your paid premiums and policy fund, plus the policy fund.  The policy fund will reflect both the positive and negative investment performance of the investment divisions chosen by You in the policy application. Where required by state law, We will refund the sum of all premiums paid.

Insurance coverage ends when You send Your request.

Your Policy Can Lapse

Your Variable Universal Life 4 insurance coverage continues as long as the net cash surrender value of Your policy is enough to pay the monthly deductions that are taken out of Your policy fund.  During the minimum premium period, coverage continues if Your paid premiums (less loans and withdrawals) exceed the schedule of required minimum premiums.  If neither of these conditions is true at the beginning of any policy month, then We will send written notification to You and any assignees on Our records that a 61-day grace period has begun and that a specified amount of current premium is due. 

If We receive payment of this amount before the end of the grace period, then We will use that amount to pay the overdue deductions.  We will put any remaining balance in Your policy fund and allocate it in the same manner as Your previous premium payments.

If We do not receive payment within 61 days, then Your policy will lapse without value.  We will withdraw any amount left in Your policy fund.  We will apply this amount to the deductions owed to Us, including any applicable surrender charge.  We will inform You and any assignee that Your policy has ended without value.

If the Insured person dies during the grace period, We will pay the insurance benefits to the beneficiary, minus any loan, loan interest, and overdue deductions.

You May Reinstate Your Policy

You may reinstate Your policy within 5 years after lapse.  To reinstate Your policy, You must:

·fully complete an application for reinstatement,

·provide satisfactory evidence of insurability for the person or persons to be Insured,

·pay enough premium to cover all overdue monthly deductions or minimum premium depending on the duration of the policy and minimum premium period,

·increase the policy fund so that the policy fund minus any policy debt equals or exceeds the surrender charge,

·pay or restore any policy debt.

The effective date of reinstatement will be the beginning of the policy month that coincides with or follows the date that We approve Your reinstatement application.  Previous loans will be reinstated.

You may not reinstate a policy once it is surrendered.

Policy Periods And Anniversaries

We measure policy years, policy months, and policy anniversaries from the policy date shown on Your Schedule of Policy Benefits.  Each policy month begins on the same day in each calendar month.  The calendar days of 29, 30, and 31 are not used.  Our right to challenge a policy and the suicide exclusion are measured from the policy date.  See “Limits On Our Right To Challenge The Policy” on page 73.

Maturity Date

The maturity date is the first policy anniversary after the Insured’s 100^th birthday.  The policy ends on that date if the Insured is still alive and the maturity benefit is paid. 

If the Insured survives to the maturity date and You would like to continue the policy, We will extend the maturity date as long as this policy still qualifies as life insurance according to the Internal Revenue Service and Your state.

In order to extend the maturity date, all of the following conditions must be satisfied:

·The policy can not be in the grace period;

·All of the policy fund must be transferred to either the General Account or the Money Market investment division;

·Death benefit option 1 must be elected.

(See “Extended Maturity Option” section on page 35 for further details about this option).

If the maturity date is extended, the policy may not qualify as life insurance and there may be tax consequences.  A tax advisor should be consulted before You elect to extend the maturity date.  See “TAX EFFECTS” on page 64.  In order to continue the policy beyond the original maturity date, We require that the death benefit not exceed the policy fund on the original maturity date. See “TAX EFFECTS” on page 64.

We Own The Assets Of Our Separate Account

We own the assets of Our Separate Account and use them to support Your policy and other variable life policies.  We may permit charges owed to Us to stay in the Separate Account.  Thus, We may also participate proportionately in the Separate Account.  These accumulated amounts belong to Us and We may transfer them from the Separate Account to Our General Account.  The assets in the Separate Account generally are not chargeable with liabilities arising out of any other business We conduct. Your policy fund values and the assets supporting them in the Separate Account are protected from and against any claims arising out of Our other businesses not involving the Separate Account. Under certain unlikely circumstances, one investment division of the Separate Account may be liable for claims relating to the operations of another division.

Changing the Separate Account

We have the right to modify how We operate Our Separate Account.  We have the right to:

·add investment divisions to, or remove investment divisions from, Our Separate Account;

·combine two or more investment divisions within Our Separate Account;

·withdraw assets relating to the policy from one investment division and put them into another;

·eliminate the shares of a portfolio and substitute shares of another portfolio of the funds or another open-end investment company.  This may happen if the shares of the portfolio are no longer available for investment or, if in Our judgment, further investment in the portfolio is inappropriate in view of the purposes of Separate Account A;

·register or end the registration of Our Separate Account under the Investment Company Act of 1940;

·operate Our Separate Account under the direction of a committee or discharge such a committee at any time (the committee may be composed entirely of interested parties of Midland National);

·disregard instructions from policy owners regarding a change in the investment objectives of the portfolio or the approval or disapproval of an investment advisory policy.  (We would do so only if required by state insurance regulatory authorities or otherwise pursuant to insurance law or regulation); and

·operate Our Separate Account or one or more of the investment divisions in any other form the law allows, including a form that allows Us to make direct investments.  In choosing these investments, We will rely on Our own judgment or that of an adviser for advice.  In addition, We may disapprove of any change in investment advisers or in investment policies unless a law or regulation provides differently.

If automatic allocations (such as premiums automatically deducted from Your paycheck or bank account, or dollar cost averaging or automatic rebalancing) are being made into an investment division that is removed or no longer available, and if You do not give Us other instructions, then any amounts that would have gone into the removed or closed investment division will be allocated to the Fidelity VIP Money Market investment division until you tell us otherwise.

Limits On Our Right To Challenge The Policy

We can challenge the validity of Your insurance policy (based on material misstatements in the application) if it appears that the Insured person is not actually covered by the policy under Our rules.  There are limits on how and when We can challenge the policy:

·We cannot challenge the policy after it has been in effect, during the Insured person’s lifetime, for two years from the date the policy was issued or reinstated.  (Some states may require Us to measure this in some other way.)

·We cannot challenge any policy change that requires evidence of insurability (such as an increase in face amount) after the change has been in effect for two years during the Insured’s lifetime.

·We can challenge at any time (and require proof of continuing disability) an additional benefit that provides benefits to the Insured person in the event that the Insured person becomes totally disabled.

·If the Insured person dies during the time that We may challenge the validity of the policy, then We may delay payment until We decide whether to challenge the policy.

·If the Insured person’s age or sex is misstated on any application, then the death benefit and any additional benefits will be changed.  They will be those which would be purchased by the most recent deduction for the cost of insurance and the cost of any additional benefits at the Insured person’s correct age and sex.

·If the Insured person commits suicide within two years after the date on which the policy was issued, then the death benefit will be limited to the total of all paid premiums minus the policy debt minus any partial withdrawals of net cash surrender value.  If the Insured person commits suicide within two years after the effective date of Your requested face amount increase, then We will pay the face amount which was in effect before the increase, plus the monthly cost of insurance deductions for the increase (Some states require Us to measure this time by some other date).

YOUR PAYMENT OPTIONS

You may choose for policy benefits and other payments (such as the net cash surrender value or death benefit) to be paid immediately in one lump sum or in another form of payment.  Payments under these options are not affected by the investment performance of any investment division.  Instead, interest accrues pursuant to the option chosen.  If You do not arrange for a specific form of payment before the Insured person dies, then the beneficiary will have this choice.  However, if You do make an arrangement with Us for how the money will be paid, then the beneficiary cannot change Your choice.  Payment options will also be subject to Our rules at the time of selection.

Lump Sum Payments

In most cases, when a death benefit is paid in a lump sum, We will pay the death benefit by establishing an interest bearing draft account, called the "Midland Access Account," for the beneficiary, in the amount of the death benefit proceeds.  We will send the beneficiary a draft account book and the beneficiary will have access to the account simply by writing a draft for all or any part of the amount of the death benefit.  We do not guarantee to credit a minimum interest rate on amounts left in the Midland Access Account.  Any interest credited to amounts in the Midland Access Account is taxable as income to the beneficiary.

The Midland Access Account is a draft account and is part of Our General Account.  It is not a bank account or a checking account and it is not insured by the FDIC or any government agency.  As part of our General Account, it is subject to the claims of Our creditors.  We receive a benefit from all amounts left in the Midland Access Account. 

Optional Payment Methods

Our consent is required when an optional payment is selected and the payee is either an assignee or not a natural person (i.e., a corporation).  Currently, these alternate payment options are only available if the proceeds applied are more than $5,000 and periodic payments are at least $50.

You have the following options:

1)         Interest Payments: The money will stay on deposit with Us for a period that We agree upon.  You will receive interest on the money at a declared interest rate.

2)         Installment Options: There are two ways that We pay installments:

a)Fixed Period: We will pay the amount applied in equal installments plus applicable interest, for a specified time, up to 30 years.

b)Fixed Amount: We will pay the sum in installments in an amount that We agree upon.  We will continue to pay the installments until We pay the original amount, together with any interest You have earned.

3)         Monthly Life Income Option: We will pay the money as monthly income for life.  You may choose from 1 of 4 ways to receive this income.  We will      guarantee payments for:

(1)  at least 5 years (called “5 Years Certain”);

(2) at least 10 years (called “10 Years Certain”);

(3)  at least 15 years (called “15 Years Certain”);

(4)  at least 20 years (called “20 Years Certain”);

                              payment for life.  With a life only payment option, payments will only be made as long as the payee is alive.  
                              Therefore, if the payee dies after the first payment, only one payment will be made.

4)         Other: You may ask Us to apply the money under any option that We make available at the time the benefit is paid.

We guarantee interest under the interest deposit and installment options at 2.75% a year, but We may allow a higher rate of interest.

The beneficiary, or any other person who is entitled to receive payment, may name a successor to receive any amount that We would otherwise pay to that person’s estate if that person died.  The person who is entitled to receive payment may change the successor at any time.

We must approve any arrangements that involve more than one of the payment options, or a payee who is a fiduciary or not a natural person.  Also, the details of all arrangements will be subject to Our rules at the time the arrangements take effect.  These include:

·rules on the minimum amount We will pay under an option,

·minimum amounts for installment payments,

·withdrawal or commutation rights (Your rights to receive payments over time, for which We may offer You a lump sum payment),

·the naming of people who are entitled to receive payment and their successors, and

·the ways of proving age and survival.

You will choose a payment option (or any later changes) and Your choice will take effect in the same way as it would if You were changing a beneficiary.  (See “YOUR BENEFICIARY” below).  Any amounts that We pay under the payment options will not be subject to the claims of creditors or to legal process, to the extent that the law provides.

Even if the death benefit under the policy is excludible from income, payments under payment options may not be excludible in full.  This is because earnings on the death benefit after the Insured’s death are taxable and payments under the payment options generally include such earnings.  You should consult a tax advisor as to the tax treatment of payments under payment options.

YOUR BENEFICIARY

You name Your beneficiary in Your policy application.  The beneficiary is entitled to the death benefits of the policy.  You may change the beneficiary during the Insured’s lifetime by writing to Our Executive Office.  If no beneficiary is living when the Insured dies, We will pay the death benefit to the owner or owner’s estate.

ASSIGNING YOUR POLICY

You may assign Your rights to this policy.  You must send a copy of the assignment to Our Executive Office.  We are not responsible for the validity of the assignment or for any payment We make or any action We take before We receive notice of the assignment.  An absolute assignment is a change of ownership.  There may be tax consequences.

The assignment does not take effect until We accept and approve it.  We reserve the right, except to the extent prohibited by applicable laws, regulations, or actions of the State insurance commissioner, to refuse assignments or transfers at any time on a non-discriminatory basis.

WHEN WE PAY PROCEEDS FROM THIS POLICY

We will generally pay any death benefits, net cash surrender value, or loan proceeds within seven days after receiving the required form(s) at Our Executive Office.  Death benefits are determined as of the date of the Insured person’s death and will not be affected by subsequent changes in the accumulation unit values of the investment divisions.  We pay interest from the date of death to the date of payment.

We may delay payment for one or more of the following reasons:

·We are investigating the claim, contesting the policy, determining that the beneficiary is qualified to receive the proceeds (e.g., is not a minor or responsible for causing the death), or resolving other issues that must be determined before payment (e.g., conflicting claims to the proceeds).

·We cannot determine the amount of the payment because the New York Stock Exchange is closed, the SEC has restricted trading in securities, or the SEC has declared that an emergency exists.

·The SEC permits Us to delay payment to protect Our policy owners.

We may also delay any payment until Your premium checks have cleared Your bank.  We may defer payment of any loan amount, withdrawal, or surrender from the General Account for up to six months after We receive Your request.  We will not defer payment if it is used to pay premiums on policies with Us.

Federal laws designed to counter terrorism and prevent money laundering by criminals might, in certain circumstances, require Us to reject a premium payment and/or “freeze or block” Your policy fund.  If these laws apply in a particular situation, We would not be allowed to process any request for withdrawals, surrenders, loans or death benefits, make transfers, or continue making payments under Your payment option.  If a policy fund were frozen, the policy fund would be moved to a special segregated interest bearing account and held in that account until We receive instructions from the appropriate federal regulator.  We may also be required to provide information about You or Your policy to government agencies or departments.

CHANGE OF ADDRESS NOTIFICATION

To protect You from fraud or theft, We may verify any changes in address You request by sending a confirmation of the change of address to Your old address. 

YOUR VOTING RIGHTS AS AN OWNER

We invest the assets of Our Separate Account divisions in shares of the funds’ portfolios.  Midland National is the legal owner of the shares and has the right to vote on certain matters.  Among other things, We may vote:

·to elect the funds’ Boards of Directors,

·to ratify the selection of independent auditors for the funds, and

·on any other matters described in the funds’ current prospectuses or requiring a vote by shareholders under the Investment Company Act of 1940.

Even though We own the shares, We give You the opportunity to tell Us how to vote the number of shares that are allocated to Your policy.  We will vote at shareholder meetings according to Your instructions.

The funds will determine how often shareholder meetings are held.  As We receive notice of these meetings, We will ask for Your voting instructions.  The funds are not required to hold a meeting in any given year.

If We do not receive instructions in time from all policy owners, then We will vote those shares in the same proportion as We vote shares for which We have received instructions in that portfolio.  We will also vote any fund shares that We alone are entitled to vote in the same proportions that policy owners vote. The effect of this proportional voting is that a small number of policy owners may control the outcome of a vote.  If the federal securities laws or regulations or interpretations of them change so that We are permitted to vote shares of the fund in Our own right or to restrict policy owner voting, then We may do so.

You may participate in voting only on matters concerning the fund portfolios in which Your policy fund has been invested.  We determine Your voting shares in each division by dividing the amount of Your policy fund allocated to that division by the net asset value of one share of the corresponding fund portfolio.  This is determined as of the record date set by the funds’ Board for the shareholders meeting.  We count fractional shares.

If You have a voting interest, We will provide You proxy material and a form for giving Us voting instructions.  In certain cases, We may disregard instructions relating to changes in the funds’ advisers or the investment policies of their portfolios.  We will advise You if We do.

Other insurance companies own shares in the funds to support their variable insurance products.  We do not foresee any disadvantage to this.  Nevertheless, the funds’ Boards of Directors will monitor events to identify conflicts that may arise and determine appropriate action.  If We disagree with any fund action, then We will see that appropriate action is taken to protect Our policy owners.

DISTRIBUTION OF THE POLICIES

We have entered into a distribution agreement with Our affiliate, Sammons Securities Company, LLC (“Sammons Securities Company”) for the distribution and sale of the policies.  Sammons Securities Company is an indirect wholly owned subsidiary of Sammons Enterprises, Inc., of Dallas, Texas, the ultimate parent Company of Midland National Life Insurance Company.  Sammons Securities Company offers the policies through its registered representatives.  Sammons Securities Company may enter into written sales agreements with other broker-dealers (“selling firms”) for the sale of the policies.  We pay commissions to Sammons Securities Company for sales of the policies by its registered representatives as well as by selling firms. 

Sales commissions may vary, but the maximum commission payable for policy sales is 70% of premiums during policy year 1, 5% during policy years 2-15, and 0% following policy year 15.  We may also pay additional commissions calculated as a percentage of Your policy fund value at specified times (e.g. at the end of the fifth policy year).  Further, for each premium received following an increase in base face amount, a commission on that premium will be paid up to the target premium for the increase in each year.  The commission for the increase in face amount will be calculated using the commission rates for the corresponding policy year.  We pay commissions for policies sold to policy owners in the substandard risk underwriting class and for rider premiums based on Our rules at the time of payment.  We may also pay additional amounts and reimburse additional expenses of Sammons Securities Company based on various factors. 

We also pay for some of Sammons Securities Company’s expenses, including the following sales expenses: registered representative training allowances; compensation and bonuses for the Sammons Securities Company’s management team; advertising expenses; and all other expenses of distributing the policies.  Sammons Securities Company pays its registered representatives all or a portion of the commissions received for their sales of policies.  Registered representatives and their managers are also eligible for various cash benefits, such as bonuses, insurance benefits and financing arrangements, and non-cash compensation items that We may provide jointly with Sammons Securities Company.

Non-cash items that We and Sammons Securities Company may provide include conferences, seminars and trips (including travel, lodging and meals in connection therewith), entertainment, merchandise and other similar items. In addition, Sammons Securities Company’s registered representatives who meet certain productivity, persistency and length of service standards and/or their managers may be eligible for additional compensation.  Sales of the policies may help registered representatives and/or their managers qualify for such benefits.  Sammons Securities Company’s registered representatives and managers may receive other payments from Us for services that do not directly involve the sale of the Policies, including payments made for the recruitment and training of personnel, production of promotional literature and similar services.

A portion of the payments made to selling firms may be passed on to their registered representatives in accordance with their internal compensation programs.  Those programs may also include other types of cash and non-cash compensation and other benefits.  You should be aware that a selling firm or its sales representatives may receive different compensation or incentives for selling one product over another.  In some cases, these payments may create an incentive for the selling firm or its sales representatives to recommend or sell this policy to you.  You may wish to take such payments into account when considering and evaluating any recommendations relating to the policy.  Ask Your registered representative for further information about what Your registered representative and the selling firm for which he or she works may receive in connection with Your purchase of a policy.

We intend to recoup commissions and other sales expenses indirectly through the following fees and charges deducted under the policy: (a) deductions from Your premiums; (b) the surrender charge; (c) the mortality and expense charge; (d) the cost of insurance charge; (e) payments, if any, received from the funds or their managers; and (f) investment earnings on amounts allocated under policies to the General Account.  Commissions and other incentives or payments described above are not charged directly to You or the Separate Account but they are reflected in the fees and charges that you do pay directly or indirectly. 

The Statement of Additional Information (SAI) can provide You with more detailed information about distribution expenses, commissions, and compensation than is contained in this prospectus.  A free copy of the SAI can be obtained by calling (800) 272-1642 or by contacting Your registered representative. 

LEGAL PROCEEDINGS

Midland National Life Insurance 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, Midland National Life Insurance Company believes that, as of the date of this prospectus, there are no pending or threatened lawsuits that will have a materially adverse impact on the Separate Account, on the ability of Sammons Securities Company, LLC to perform under its distribution agreement, or the ability of the Company to meet its obligations under the policy.

FINANCIAL STATEMENTS

Our financial statements and the financial statements of the Separate Account are contained in the Statement of Additional Information.  Our financial statements should be distinguished from the Separate Account’s financial statements and You should consider Our financial statements only as bearing upon Our ability to meet Our obligations under the policies.  For a free copy of these financial statements and/or the Statement of Additional Information, please call or write to Us at Our Executive Office.

DEFINITIONS

Accumulation Unit means the units credited to each investment division in the Separate Account.

Age means the age of the Insured person on his/her last birthday preceding the policy date.

Attained Age means the age of the Insured on his/her birthday preceding a policy anniversary date.

Beneficiary means the person or persons to whom the policy’s death benefit is paid when the Insured dies.

Business Day means any day the New York Stock Exchange is open for regular trading and ends a the close of regular trading (usually 3:00 p.m. Central Time).

Cash Surrender Value means the policy fund the date of surrender, less any surrender charge.

Death Benefit means the amount payable under Your policy when the Insured person dies.

Evidence of Insurability means evidence, satisfactory to Us, that the Insured person is insurable and meets Our underwriting standards.

Executive Office means where You write to Us to pay premiums or take other action, such as transfers between investment divisions, changes in face amount, or other such action regarding Your policy.  The address is:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD  57193

You may also reach Us at Our Executive Office by calling Us toll-free at (800) 272-1642 or faxing Us at (605) 373-3621 (facsimile for administrative requests) or (605) 373‑8557 (facsimile for transaction requests).

Face Amount means the amount stated on the face of Your policy that will be paid either upon the death of the Insured or the policy maturity, whichever date is earlier. 

Full Loan Value means the net cash surrender value minus any loan interest that will accrue till the next policy anniversary.

Funds means the investment companies, commonly called mutual funds, that are available for investment by Separate Account A on the policy date or as later changed by Us.

Inforce means the Insured person’s life remains Insured under the terms of the policy.

Investment Division means a division of Separate Account A which invests exclusively in the shares of a specified portfolio of the fund.

Minimum Premium Period For all policies except those issued in Massachusetts or Pennsylvania, this is the period of time beginning on the policy date and ending on the later of attained age 70 or five years from the policy date.  For policies issued in Pennsylvania where the issue age is 50 or younger, this period of time is for 20 years from the policy date.  For policies issued in Massachusetts, this period of time is for 5 years from the policy date.

Modified Endowment Contract (“MEC”) is a policy where premiums are paid more rapidly than the rate defined by a 7-pay test.

Monthly Anniversary means the day of each month that has the same numerical date as the policy date.

Net Cash Surrender Value means the cash surrender value less any outstanding policy debt.

Net Premium means the premium paid less any premium charge and less any applicable service charge.  Note:  The first monthly deduction is also taken from the initial premium.

Policy Anniversary means the same month and day of the policy date in each year following the policy date.

Policy Date means the date insurance is effective and from which policy anniversaries and policy years are determined.

Policy Debt means the total loan on the policy on that date plus the interest that has accrued, but has not been paid as of that date.

Policy Fund means the sum of monies in Our Separate Account A attributable to Your inforce policy plus any monies in Our General Account for Your policy.

Policy Month means a month that starts on a monthly anniversary and ends on the following monthly anniversary.

Policy Year means a year that starts on the policy date or on each anniversary thereafter.

Record Date means the date the policy is recorded on Our books as an inforce policy.

Rider Date means the date the rider takes effect.

Separate Account means Our Separate Account A which receives and invests Your net premiums under the policy.

Specified Amount means the face amount of the policy.  The term “specified amount” used in Your policy has the same meaning as the term “face amount” used in this prospectus.

Surrender Charge means a charge made only upon surrender of the policy. 

APPENDIX A

Generally, only policies issued after May 1, 1998, and prior to July 15, 2004 contain the Automatic Benefit Increase Provision Rider. The only exception to this would be if Your application was in the underwriting process prior to July 15, 2004. If this is the case, You may have an issue date later than July 15, 2004 and still have the Automatic Benefit Increase Provision Rider.

If Your policy contains this rider, the following details apply:

Fee Table

Periodic Fees Related to Owning the Policy Other than Portfolio Operating Expenses
Charge	When Charge Is Deducted	Amount Deductedi
		Maximum Guaranteed Charge	Current Charge
Optional Rider Charges
Automatic Benefit Increase Provision Rider	Not Applicable	None	Nonei

ⁱThe rider does not require separate monthly deductions, but it does affect the amount of Your monthly cost of insurance deduction by increasing Your face amount. 

Automatic Benefit Increase (“ABI”) Provision Rider: Under this rider Your face amount can automatically increase every two years, based on increases in the Consumer Price Index. The increases will occur on the 2^nd policy anniversary and every two years thereafter, unless You reject an increase. The increases continue until the rider terminates. We send You a notice about the increase amounts at least 30 days before the increase date. You have the right to reject any increase by sending a written notice to Our Executive Office before it takes effect. If You reject an increase, then the ABI Provision Rider terminates. (See Your ABI rider for exact details.)

We calculate each face amount increase under the ABI Provision Rider as follows:

(a)The eligible face amount, multiplied by

(b)The Consumer Price Index 5 months before the increase date, divided by

(c)The Consumer Price Index 29 months before the increase date, minus

(d)The eligible face amount from part (a).

The eligible face amount is the sum of the portions of the face amount of insurance that are in the standard premium class.

The maximum increase is the lesser of $50,000 or 20% of the eligible face amount. The ABI Provision Rider automatically terminates once the total of the increases is more than twice the initial face amount. The Consumer Price Index is the U.S. Consumer Price Index for all urban customers as published by the U.S. Department of Labor. (See Your policy form for more details on this index.)

Rider Charges.  The ABI Provision Rider does not require separate monthly deductions, but it does affect the amount of Your monthly cost of insurance deduction.  As the automatic increases are applied, Your face amount of insurance will increase and, consequently, the amount at risk will also increase.  The monthly cost of insurance deduction will increase to cover the additional amount at risk. 

Note:  Face amount increases under the ABI Provision Rider—

·increase the planned and no lapse guarantee premiums. (See Your ABI Provision Rider and Your Base Policy Form for exact details.)

·may have tax consequences.  Consult Your tax advisor.

The Statement of Additional Information (SAI) can provide You with more detailed information about Midland National Life Insurance Company and the Midland National Life Separate Account A, including more information about distribution expenses, commissions, and compensation than is contained in this Prospectus.  The SAI is incorporated by reference into this Prospectus and is legally a part of this Prospectus.  A free copy of the SAI can be obtained by calling (800) 272-1642 or by contacting Your registered representative. We will send You a copy of the SAI within 3 business days of Your request.

Personalized illustrations of death benefits, cash surrender values, and policy fund are also available free of charge upon request.  You can obtain a personalized illustration or make other policy inquiries by contacting Our Executive Office at:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD 57193

(800) 272-1642

Information about the Separate Account can be reviewed and copied at the SEC’s public reference room in Washington, DC.  Information on the operation of the public reference room may be obtained by calling the SEC at 202-551-8090.  Reports and other information about the Separate Account are also available on the SEC’s internet site at http://www.sec.gov.  Copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC, 100 F Street, NE, Washington, DC  20549-0102.

SEC File No. 811-05271

STATEMENT OF ADDITIONAL INFORMATION FOR THE

VARIABLE UNIVERSAL LIFE 4

Flexible Premium Variable Universal Life Policy

Issued By:

MIDLAND NATIONAL LIFE INSURANCE COMPANY

(through the Midland National Life Separate Account A)

This Statement of Additional Information (“SAI”) expands upon subjects discussed in the current prospectus for the Variable Universal Life 4 Insurance Policy (“policy”) offered by Midland National Life Insurance Company.  You may obtain a free copy of the prospectus dated May 1, 2010, by contacting Us at our Executive Office at:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD 57193

(605) 335-5700 (telephone)

 (800) 272-1642 (toll-free telephone)

(605) 373-8557 (facsimile for transaction requests)

(605) 335-3621 (facsimile for administrative requests)

Terms used in this SAI have the same meanings as in the current prospectus for the policy.

This statement of additional information is not a prospectus and should be read only in conjunction with the prospectus for this policy and the prospectuses for the 58 Portfolios currently available in the policy.

Dated May 1, 2010

TABLE OF CONTENTS

the policy

The entire contract is made up of the policy, including any supplemental benefit, schedules, the signed written application for the policy, and any attached supplemental written application(s).  We assume that each statement made in the written application is made to the best of the knowledge and belief of the person(s) who made them and, in the absence of fraud, those statements are deeded to be representations and not warranties.  We cannot use any statement to deny a claim or to void the policy unless it is contained in a written application that is made part of the policy by attachment or insertion. 

policyowner

The policyowner is the insured unless another individual has been named in the application.  As policyowner, You are entitled to exercise all rights under Your policy while the insured is alive. Without any beneficiary consent You can:

1.Transfer ownership of Your policy by absolute assignment;

2.Designate, change or revoke a contingent owner; or

3.Change any revocable beneficiary during the insured’s lifetime.

With each irrevocable beneficiary’s consent, You may:

1. Change the irrevocable beneficiary during the insured’s lifetime;
2. Receive any benefit, exercise any right, and use any privilege granted by Your policy allowed by Us; or
3. Agree with Us to any change or amendment of Your policy.

If You die while the insured is alive, the contingent owner, if any, will become the owner.  If there is no contingent owner, ownership will pass to Your estate.

death benefit

As long as the policy is still inforce, We will pay the death benefit to the beneficiary when the insured dies.  Federal tax law may require a greater death benefit than the one provided for in Your policy.  This benefit is a percentage multiple of Your policy fund. The percentage declines as the insured person gets older (this is referred to as the “corridor” percentage). The minimum death benefit will be Your policy fund on the day the insured person dies multiplied by the percentage for his or her age. For this purpose, age is the attained age (last birthday) at the beginning of the policy year of the insured person’s death.  Below is a table of corridor percentages and some examples of how they work.

Table of Corridor Percentages

Based on Policy Fund

If the Insured Person’s Age Is This	The Death Benefit Will Be At Least Equal To This Percent Of The Policy Fund	If the Insured Person’s Age Is This	The Death Benefit Will Be At Least Equal To This Percent Of The Policy Fund
0-40	250%	60	130%
41	243%	61	128%
42	236%	62	126%
43	229%	63	124%
44	222%	64	122%
45	215%	65	120%
46	209%	66	119%
47	203%	67	118%
48	197%	68	117%
49	191%	69	116%
50	185%	70	115%
51	178%	71	113%
52	171%	72	111%
53	164%	73	109%
54	157%	74	107%
55	150%	75-90	105%
56	146%	91	104%
57	142%	92	103%
58	138%	93	102%
59	134%	94	101%
		95-99	100%

These percentages are based on federal income tax law which requires a minimum death benefit, in relation to policy fund, for Your policy to qualify as life insurance.

For example, assume the insured person is 55 years old and the face amount is $100,000. The “corridor percentage” at that age is 150%. Under option 1, the death benefit will generally be $100,000. However, when the policy fund is greater than $66,666,67, the corridor percentage applies and the death benefit will be greater than $100,000 (since 150% of $66,666.67 equals $100,000). In this case, at age 55, We multiply the policy fund by a factor of 150%. So if the policy fund were $70,000, then the death benefit would be $105,000.

Under option 2, the death benefit is the face amount plus the policy fund. In this example, if a 55 year-old had a face amount of $100,000 and a policy fund of $200,000, then the death benefit would be $300,000. This figure results from either: (a) adding the face amount to the policy fund or (b) multiplying the policy fund by the corridor percentage. For all policy funds higher than this level, the corridor percentage would apply. Therefore, for every $1.00 added to the policy fund above $200,000, the death benefit would increase by $1.50 (at that age).

payment options

You may choose for policy benefits and other payments (such as the net cash surrender value or death benefit) to be paid immediately in one lump sum or in another form of payment. Payments under these options are not affected by the investment performance of any investment division. Instead, interest accrues pursuant to the option chosen. If You do not arrange for a specific form of payment before the insured person dies, then the beneficiary will have this choice. However, if You do make an arrangement with Us for how the money will be paid, then the beneficiary cannot change Your choice.  Payment options will also be subject to Our rules at the time of selection.

premium limitations

Federal law limits the premiums that can be paid if this policy is to qualify as life insurance for tax purposes.  We will not accept a premium that would cause this limit to be exceeded.  If We accept such a premium in error, We will refund it as soon as the error is discovered. 

If a policy change is executed that causes this policy to exceed the maximum premium limits allowed by federal law, We will refund the excess premium when the total premiums paid exceed the federal limits.

We will accept any premium needed to keep this policy in force.

about us

midland national life insurance company

We are Midland National Life Insurance Company, a stock life insurance company. We were organized, in 1906, in South Dakota, as a mutual life insurance company at that time named “The Dakota Mutual Life Insurance Company”. We were reincorporated as a stock life insurance company in 1909. Our name, Midland National Life Insurance Company, was adopted in 1925. We redomesticated to Iowa in 1999. We are licensed to do business in 49 states, the District of Columbia, and Puerto Rico.

Midland National is a subsidiary of Sammons Enterprises, Inc., Dallas, Texas. Sammons has controlling or substantial stock interests in a large number of other companies engaged in the areas of insurance, corporate services, and industrial distribution.

Our Financial Condition:  As an insurance company, we are required by state insurance regulation to hold a specified amount of reserves in order to meet all of the contractual obligations of Our General Account to our policyowners.  We monitor our reserves so that we hold sufficient amounts to cover actual or expected policy and claims payments.  It is important to note, however, that there is no guarantee that we will always be able to meet our claims-paying obligations, and that there are risks to purchasing any insurance product.

State insurance regulators also require insurance companies to maintain a minimum amount of capital, which acts as a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in the insurer's operations.  These risks include those associated with losses that we may incur as the result of defaults on the payment of interest or principal on Our General Account assets, as well as the loss in market value of those investments.  We may also experience liquidity risk if Our General Account assets cannot be readily converted into cash to meet obligations to our policyowners or to provide collateral necessary to finance Our business operations.

We encourage both existing and prospective policyowners to read and understand our financial statements, which are included in this Statement of Additional Information ("SAI"). 

our separate account a

The “Separate Account” is Our Separate Account A, established under the insurance laws of the State of Iowa. It is a unit investment trust registered with the Securities and Exchange Commission (SEC) under the Investment Company Act of 1940 but this registration does not involve any SEC supervision of its management or investment policies. The Separate Account meets the definition of a “Separate Account” under the federal securities laws. Income, gains and losses credited to, or charged against, the Separate Account reflects the investment experience of the Separate Account and not the investment experience of Midland National’s other assets.  The assets of the Separate Account may not be used to pay any of Our other liabilities We are obligated to pay all amounts guaranteed under the policy. 

The Separate Account has a number of investment divisions, each of which invests in the shares of a corresponding portfolio of the funds. You may allocate part or all of Your net premiums in up to ten of the fifty-eight investment divisions of Our Separate Account at any one time.

our reports to policyowners

We currently intend to send You reports shortly after the end of the third, sixth, ninth, and twelfth policy months of each policy year that show:

·the current death benefit for Your policy,

·Your policy fund,

·information about investment divisions,

·the cash surrender value of Your policy,

·the amount of Your outstanding policy loans,

·the amount of any interest that You owe on the loan, and

·information about the current loan interest rate.

The annual report will show any transactions involving Your policy fund that occurred during the policy year. Transactions include Your premium allocations, Our deductions, and Your transfer or withdrawals. The annual or other periodic statements provide confirmations of certain regular, periodic items (such as monthly deductions and premium payments by Civil Service Allotment or automatic checking account deductions). We may change these reporting practices. Confirmations will be sent to You for transfers of amounts between investment divisions and certain other policy transactions.

Our report also contains information that is required by the insurance supervisory official in the jurisdiction in which this insurance policy is delivered.

We will send You semi-annual reports with financial information on the funds

dividends

We do not pay any dividends on these policies.

distribution of the policies

The policies were offered to the public on a continuous basis, but we have discontinued the offering. 

Sammons Securities Company, LLC (“Sammons Securities Company”) serves as principal underwriter for the policies.  Sammons Securities Company is a Delaware limited liability company and is its home office is located at 4261 Park Road, Ann Arbor, Michigan 48103.  Sammons Securities Company is an indirect, wholly-owned subsidiary of Sammons Enterprises, Inc. of Dallas, Texas which in turn is the ultimate parent company of Midland National Life Insurance Company.  Sammons Securities Company is registered as a broker-dealer with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as well as with the securities commissions in the states in which it operates, and is a member of FINRA, Inc.  Sammons Securities Company offers the policies through its registered representatives.  Sammons Securities Company is a member of the Securities Investor Protection Corporation.  Sammons Securities Company also may enter into selling agreements with other broker- dealers (“selling firms”) and compensate them for their services.  Registered representatives are appointed as Our insurance agents.

Sammons Securities Company received sales compensation with respect to these policies and other variable life policies not included in this registration statement under the Midland National Life Separate Account A in the following amounts during the years indicated:

Fiscal year	Aggregate Amount of Commissions Paid to Sammons Securities Company*	Aggregate Amount of Commissions Retained by Sammons Securities Company*
2007	$8,589,634	$88,602
2008	$7,179,896	$72,557
2009	$4,282,773	$47,429

* Includes total sales compensation paid to registered persons of Sammons Securities Company and an underwriting fee of 1.25% of first-year commissions paid to Sammons Securities Company for all of Midland National’s variable universal life insurance policies under Separate Account A.

Sammons Securities Company passes through commissions it receives to selling firms for their sales and does not retain any portion of it in return for its services as distributor for the policies.  However, under the distribution agreement with Sammons Securities Company, We pay the following sales expenses:

·sales representative training allowances,

·deferred compensation and insurance benefits,

·advertising expenses, and

·all other expenses of distributing the policies.

We and/or Sammons Securities Company may pay certain selling firms additional amounts for

·“preferred product” treatment of the policies in their marketing programs, which may include marketing services and increased access to their sales representatives;

·sales promotions relating to the policies;

·costs associated with sales conferences and educational seminars for their sales representatives; and

·other sales expenses incurred by them. 

We and/or Sammons Securities Company may make bonus payments to certain selling firms based on aggregate sales 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. 

regulation

We are regulated and supervised by the Iowa Insurance Department. We are subject to the insurance laws and regulations in every jurisdiction where We sell policies. This policy has been filed with and, as necessary, approved by insurance officials in those states. The provisions of this policy may vary somewhat from jurisdiction to jurisdiction.

We submit annual reports on Our operations and finances to insurance officials in all the jurisdictions where We sell policies. The officials are responsible for reviewing Our reports to be sure that We are financially sound and are complying with the applicable laws and regulations.

We are also subject to various federal securities laws and regulations with respect to the Separate Account and the policies.

discount for employees of sammons enterprises, inc.

Employees of Sammons Enterprises, Inc. may receive a discount of up to 25% of first year premiums. Midland National is a subsidiary of Sammons Enterprises, Inc., and additional premium payments contributed solely by Us will be paid into the employee’s policy during the first year. All other policy provisions will apply.

legal matters

The law firm of Sutherland Asbill & Brennan LLP, Washington, DC, has provided certain legal advice relating to certain matters under the federal securities laws. 

financial matters

The financial statements of Midland National Life Separate Account A and Midland National Life Insurance Company, included in this SAI and the registration statement, have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, for the periods indicated in their report which appears in this SAI. The address for PricewaterhouseCoopers LLP is 100 E. Wisconsin Ave., Suite 1800, Milwaukee, WI 53202. The financial statements have been included in reliance upon reports given upon the authority of the firm as experts in accounting and auditing.

additional information

We have filed a Registration Statement relating to the Separate Account and the variable life insurance policy described in this SAI with the SEC. The Registration Statement, which is required by the Securities Act of 1933, includes additional information that is not required in this SAI under the rules and regulations of the SEC. If You would like additional information, then You may obtain it from the SEC’s main office in Washington, DC. You will have to pay a fee for the material.

Performance

Performance information for the investment divisions may appear in reports and advertising to current and prospective owners.  We base the performance information on the investment experience of the investment division and the funds.  The information does not indicate or represent future performance.

Total return quotations reflect changes in funds’ share prices, the automatic reinvestment by the Separate Account of all distributions and the deduction of the mortality and expense risk charge.  The quotations will not reflect deductions from premiums (the sales charge, premium tax charge, and any per premium expense charge), the monthly deduction from the policy fund (the expense charge, the cost of insurance charge, and any charges for additional benefits), the surrender charge, or other transaction charges.  These fees and charges would have reduced the performance shown.  Therefore, these returns do not show how actual investment performance will affect policy benefits.  A cumulative total return reflects performance over a stated period of time.  An average annual total return reflects the hypothetical annually compounded return that would have produced the same cumulative total return if the performance had been constant over the entire period.  Average annual total returns tend to smooth out variations in an investment division’s returns and are not the same as actual year-by-year results.

Midland National may advertise performance figures for the investment divisions based on the performance of a portfolio before the Separate Account commenced operations.

illustrations

Midland National may provide individual hypothetical illustrations of policy fund, cash surrender value, and death benefits based on the funds’ historical investment returns.  These illustrations will reflect the deduction of expenses in the funds and the deduction of policy charges, including the mortality and expense risk charge, the deductions from premiums, the monthly deduction from the policy fund and the surrender charge.  The hypothetical illustrations are designed to show the performance that could have resulted if the policy had been in existence during the period illustrated and do not indicate what policy benefits will be in the future.

Financial Statements

The financial statements of Midland National Life Insurance Company included in this Statement of Additional Information should be distinguished from the financial statements of the Midland National Life Separate Account A and should be considered only as bearing upon the ability of Midland National Life Insurance Company to meet its obligations under the policies.  They should not be considered as bearing upon the investment performance of the assets held in the Separate Account.

Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Financial Statements
Years Ended December 31, 2009 and 2008












Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Index
----------------------------------------------------------------------------------------


                                                                                 Page(s)


Report of Independent Registered Public Accounting Firm................................1


Consolidated Financial Statements


Balance Sheets.........................................................................2


Statements of Income...................................................................3


Statements of Stockholder's Equity.....................................................4


Statements of Cash Flows.............................................................5-6


Notes to Consolidated Financial Statements..........................................7-57








PricewaterhouseCoopers LLP
Suite 1800
100 E. Wisconsin Ave.
Milwaukee WI 53202
Telephone (414) 212 1600
Facsimile (414) 212 1880
www.pwc.com








                Report of Independent Registered Public Accounting Firm



To the Board of Directors and Shareholder of
Midland National Life Insurance Company and Subsidiary



In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of consolidated stockholder's equity, and of
consolidated cash flows present fairly, in all material respects, the
consolidated financial position of Midland National Life Insurance Company and
Subsidiary (an indirect, wholly owned subsidiary of Sammons Enterprises, Inc.)
(the "Company") at December 31, 2009 and 2008, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2009 in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits. We conducted our
audits of these statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.







March 24, 2010



Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Statements of Income
----------------------------------------------------------------------------------------
Years Ended December 31, 2009 and 2008

(Dollars in Thousands, except par value and shares)                                          2009                2008

Assets
Investments
    Fixed maturities, available for sale, at fair value                                      $22,256,805         $20,400,384
    Equity securities, at fair value                                                             462,328             387,086
    Mortgage loans                                                                               241,001             252,485
    Policy loans                                                                                 315,979             315,492
    Short-term investments                                                                       353,271             178,271
    Derivative instruments                                                                       435,085             107,416
    Other invested assets                                                                        337,514             377,954
                                                                                       ------------------  ------------------
              Total investments                                                               24,401,983          22,019,088
Cash                                                                                             269,749             103,485
Accrued investment income                                                                        217,912             225,403
Deferred policy acquisition costs                                                              1,798,826           2,012,764
Deferred sales inducements                                                                       626,447             764,191
Present value of future profits of acquired businesses                                            21,767              34,020
Federal income tax asset, net                                                                    410,274             470,627
Other receivables, other assets and property, plant and equipment                                145,213             139,152
Reinsurance receivables                                                                        2,079,974           1,640,493
Separate account assets                                                                          934,472             719,240
                                                                                       ------------------  ------------------
              Total assets                                                                   $30,906,617         $28,128,463
                                                                                       ------------------  ------------------

Liabilities
Policyholder account balances                                                                $23,244,885         $21,648,394
Policy benefit reserves                                                                        1,003,106             965,373
Policy claims and benefits payable                                                                99,461             114,258
Repurchase agreements, other borrowings and collateral on derivatives                          2,974,315           3,049,335
Derivative instruments                                                                            51,187              47,123
Other liabilities                                                                                674,515             406,693
Separate account liabilities                                                                     934,472             719,240
                                                                                       ------------------  ------------------
              Total liabilities                                                               28,981,941          26,950,416
                                                                                       ------------------  ------------------

Stockholder's equity
Common stock, $1 par value, 2,549,439 shares authorized,
 2,548,878 shares outstanding                                                                      2,549               2,549
Additional paid-in capital                                                                       301,827             318,707
Accumulated other comprehensive loss                                                            (483,751)           (781,910)
Retained earnings                                                                              1,599,861           1,504,864
                                                                                       ------------------  ------------------
    Total Midland National Life Ins. Co. stockholder's equity                                  1,420,486           1,044,210
Noncontrolling interest                                                                          504,190             133,837
                                                                                       ------------------  ------------------
    Total stockholder's equity                                                                 1,924,676           1,178,047
                                                                                       ------------------  ------------------
              Total liabilities and stockholder's equity                                     $30,906,617         $28,128,463
                                                                                       ------------------  ------------------



The accompanying notes are an integral part of these consolidated financial statements.


Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Statements of Stockholder's Equity
----------------------------------------------------------------------------------------
Years Ended December 31, 2009 and 2008

(Dollars in Thousands)                                                            2009               2008               2007
Revenues
Premiums                                                                           $ 147,415          $ 137,156          $ 124,312
Interest sensitive life and investment product charges                               295,560            288,514            273,272
Net investment income                                                              1,059,608            966,440          1,135,638
Net gains (losses) on derivatives                                                   (157,076)           (37,865)           116,037
Net unrealized gain on variable interest entity                                       35,795             27,442                  -
Net realized investment gains (losses)                                               154,827            117,775             79,331

  Total other-than-temporary impairment losses                                       (83,778)           (87,404)            (7,394)
    Non-credit portion in other comprehensive income (loss)                           12,307                  -                  -
                                                                             ----------------   ----------------   ----------------
Net impairment loss recognized in earnings                                           (71,471)           (87,404)            (7,394)

Other income                                                                          12,419             16,583             14,862
                                                                             ----------------   ----------------   ----------------
              Total revenue                                                        1,477,077          1,428,641          1,736,058
                                                                             ----------------   ----------------   ----------------

Benefits and expenses
Interest credited to policyholder account balances                                   541,266            447,901            709,144
Benefits incurred                                                                    238,071            245,319            220,550
Amortization of deferred sales inducements                                            60,246             74,081             80,334
                                                                             ----------------   ----------------   ----------------
              Total benefits                                                         839,583            767,301          1,010,028
                                                                             ----------------   ----------------   ----------------

Operating and other expenses (net of commissions and other
 expenses deferred)                                                                  162,648             92,491             99,857
Amortization of deferred policy acquisition costs and
 present value of future profits of acquired businesses                              175,601            178,739            236,708
                                                                             ----------------   ----------------   ----------------
              Total benefits and expenses                                          1,177,832          1,038,531          1,346,593
                                                                             ----------------   ----------------   ----------------
              Income before income taxes                                             299,245            390,110            389,465
Income tax expense                                                                   102,308            138,996            134,086
                                                                             ----------------   ----------------   ----------------

              Net income                                                           $ 196,937          $ 251,114          $ 255,379
                                                                             ----------------   ----------------   ----------------

        Less: Net income attributable to noncontrolling interests                    (57,373)            (6,437)                 -
                                                                             ----------------   ----------------   ----------------
    Net income attributable to Midland National Life Ins. Co                       $ 139,564          $ 244,677          $ 255,379
                                                                             ----------------   ----------------   ----------------


The accompanying notes are an integral part of these consolidated financial statements.



Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Statements of Cash Flows
----------------------------------------------------------------------------------------
Years Ended December 31, 2009 and 2008

                                                               Midland National Life Insurance Co. Stockholder's Equity
                                                               --------------------------------------------------------
                                                                                                      Accumulated
                                                                          Additional                    Other
                                                                Common     Paid-in     Comprehensive  Comprehensive
(Dollars in Thousands)                                          Stock      Capital     Income (Loss)  Income (Loss)

                                                               ---------  ----------                  ------------
Balances at December 31, 2006                                     2,549     268,707                       12,823
Comprehensive income (loss)
   Net income                                                                            $255,379
   Other comprehensive income (loss)
     Pension liability (net of tax $757)                                                    1,407          1,407
     Net unrealized loss on available-for-sale investments
      and certain interest rate swaps (net of tax ($36,257))                              (67,332)       (67,332)
                                                                                       -----------
           Total comprehensive income                                                    $189,454
                                                                                       -----------
Adjustment to initially apply SFAS Statement No. 158
   (net of applicable income tax benefit of ($1,312))                                                     (2,438)
Dividends paid on common stock
                                                               ---------  ----------                  -----------
Balances at December 31, 2007                                     2,549     268,707                      (55,540)

Comprehensive income (loss)
   Net income                                                                            $244,677
   Other comprehensive income (loss)
     Pension liability (net of tax ($1,259))                                               (2,337)        (2,337)
     Post-retirement liability (net of tax of $682)                                         1,266          1,266
     Net unrealized loss on available-for-sale investments
      and certain interest rate swaps (net of tax ($390,545))                            (725,299)      (725,299)
                                                                                       -----------
           Total comprehensive loss                                                    $ (481,693)
                                                                                       -----------
Capital contribution                                                         50,000
Dividends paid on common stock
                                                               ---------  ----------                  -----------
Balances at December 31, 2008                                   $ 2,549    $318,707                   $ (781,910)
                                                               ---------  ----------                  -----------
Reclassification of non-credit impairment losses
   from prior periods (net of tax ($3,796))                                                               (7,050)
Sale of subsidiary to noncontrolling interest                               (16,880)
Comprehensive income (loss)
   Net income                                                                            $139,564
   Other comprehensive income (loss)
     Pension liability (net of tax ($1,200))                                               (2,229)        (2,229)
     Post-retirement liability (net of tax of $340)                                           630            630
     Net unrealized gain on available-for-sale investments,
      non-credit portion of OTTI, and certain interest rate
      swaps (net of tax $165,204)                                                         306,808        306,808
                                                                                       -----------
           Total comprehensive income                                                     444,773
                                                                                       -----------
Capital contribution
Dividends paid on common stock
                                                               ---------  ----------                  -----------
Balances at December 31, 2009                                   $ 2,549    $301,827                   $ (483,751)
                                                               ---------  ----------                  -----------

The accompanying notes are an integral part of these consolidated financial statements.



Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Statements of Cash Flows (Continued)
----------------------------------------------------------------------------------------
Years Ended December 31, 2009 and 2008

                                                               Midland National Life Insurance Co. Stockholder's Equity
                                                               --------------------------------------------------------

                                                                                             Total
                                                                Retained    Noncontrolling  Stockholder's
(Dollars in Thousands)                                          Earnings      Interest       Equity
                                                                             ------------
                                                               ------------                -----------
Balances at December 31, 2006                                    1,094,893             -    1,378,972
Comprehensive income (loss)
   Net income                                                      255,379                    255,379
   Other comprehensive income (loss)
     Pension liability (net of tax $757)                                                        1,407
     Net unrealized loss on available-for-sale investments
      and certain interest rate swaps (net of tax ($36,257))                                  (67,332)

           Total comprehensive income

Adjustment to initially apply SFAS Statement No. 158
   (net of applicable income tax benefit of ($1,312))                                          (2,438)
Dividends paid on common stock                                     (43,345)                   (43,345)
                                                               ------------  ------------  -----------
Balances at December 31, 2007                                    1,306,927             -    1,522,643

Comprehensive income (loss)
   Net income                                                      244,677         6,437      251,114
   Other comprehensive income (loss)
     Pension liability (net of tax ($1,259))                                                   (2,337)
     Post-retirement liability (net of tax of $682)                                             1,266
     Net unrealized loss on available-for-sale investments
      and certain interest rate swaps (net of tax ($390,545))                                (725,299)

           Total comprehensive loss

Capital contribution                                                             127,400      177,400
Dividends paid on common stock                                     (46,740)                   (46,740)
                                                                             ------------  -----------
Balances at December 31, 2008                                  $ 1,504,864     $ 133,837   $ 1,178,047
                                                               ------------  ------------  -----------
Reclassification of non-credit impairment losses
   from prior periods (net of tax ($3,796))                          7,050                          -
Sale of subsidiary to noncontrolling interest                                     16,880            -
Comprehensive income (loss)
   Net income                                                      139,564        57,373      196,937
   Other comprehensive income (loss)
     Pension liability (net of tax ($1,200))                                                   (2,229)
     Post-retirement liability (net of tax of $340)                                               630
     Net unrealized gain on available-for-sale investments,
      non-credit portion of OTTI, and certain interest rate
      swaps (net of tax $165,204)                                                             306,808

           Total comprehensive income

Capital contribution                                                             296,100      296,100
Dividends paid on common stock                                     (51,617)                   (51,617)
                                                               ------------                -----------
Balances at December 31, 2009                                  $ 1,599,861     $ 504,190   $ 1,924,676
                                                               ------------  ------------  -----------

The accompanying notes are an integral part of these consolidated financial statements.



Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Statements of Cash Flows
----------------------------------------------------------------------------------------
Years Ended December 31, 2009 and 2008

(Dollars in Thousands)                                                 2009          2008          2007

Cash flows from operating activities
Net income                                                          $  196,937    $  251,114    $  255,379
Adjustments to reconcile net income to net cash
 (used in) provided by operating activities
    Amortization of deferred policy acquisition costs,
     deferred sales inducements and
     present value of future profits of
     acquired businesses                                               235,847       252,821       317,042
    Net amortization of premiums and discounts on investments          (89,973)      (53,509)      (38,907)
    Amortization of index options                                      165,439       258,469       266,142
    Policy acquisition costs deferred                                 (214,843)     (239,169)     (227,657)
    Sales inducements deferred                                         (74,579)      (96,598)      (82,688)
    Net realized investment (gains) losses                             (83,356)      (30,371)      (71,937)
    Net losses (gains) on derivatives                                  157,076        37,865      (116,037)
    Net unrealized gain from variable interest entity                  (35,795)      (27,442)            -
    Deferred income taxes                                              (17,781)       21,142        48,077
    Net interest credited and product charges on
     universal life and investment policies                            436,536       365,747       709,715
    Changes in other assets and liabilities
      Net receivables                                                  (57,028)       (8,417)     (118,256)
      Net payables                                                     125,697        18,239       (17,826)
      Policy benefits                                                   55,813        91,041        65,289
      Other                                                               (567)        4,410         5,808
                                                                    -----------  ------------  ------------

              Net cash provided by operating activities                799,423       845,342       994,144
                                                                    -----------  ------------  ------------

Cash flows from investing activities
Proceeds from investments sold, matured or repaid
    Fixed maturities                                                 7,712,355     8,621,197    10,477,422
    Equity securities                                                  100,281       138,241       594,464
    Mortgage loans                                                      33,601        43,499        37,901
    Derivative instruments                                               9,987        45,877        13,554
    Other invested assets                                               37,206        26,382        62,235
Cost of investments acquired
    Fixed maturities                                                (9,049,051)  (10,928,448)  (12,192,132)
    Equity securities                                                 (102,725)     (130,751)     (586,859)
    Mortgage loans                                                     (25,893)       (4,720)      (24,568)
    Derivative instruments                                            (162,597)     (423,186)     (304,478)
    Other invested assets                                              (28,219)      (84,276)      (87,119)
Net change in policy loans                                                (487)      (16,081)      (13,647)
Net change in short-term investments                                  (175,000)      174,597       126,537
Net change in collateral on derivatives                                183,681       (92,372)     (158,990)
Net change in amounts due to/from brokers                              144,838         5,189         3,065
                                                                    -----------  ------------  ------------
              Net cash used in investing activities                 (1,322,023)   (2,624,852)   (2,052,615)
                                                                    -----------  ------------  ------------

Cash flows from financing activities
Receipts from universal life and investment products                 2,779,877     2,798,104     2,616,859
Benefits paid on universal life and investment
 products                                                           (2,076,795)   (1,870,294)   (1,805,015)
Net change in repurchase agreements and other borrowings              (258,701)      820,615       256,585
Receipts related to noncontrolling interest                            296,100       127,400
Capital contribution received                                                -        50,000             -
Dividends paid on common stock                                         (51,617)      (46,740)      (43,345)
                                                                    -----------  ------------  ------------
              Net cash provided by financing activities                688,864     1,879,085     1,025,084
                                                                    -----------  ------------  ------------

Net increase (decrease) in cash                                        166,264        99,575       (33,387)
Cash at beginning of year                                              103,485         3,910        37,297
                                                                    -----------  ------------  ------------
Cash at end of year                                                 $  269,749    $  103,485    $    3,910
                                                                    -----------  ------------  ------------

Supplemental disclosures of cash flow information
Cash paid during the year for
    Income taxes, paid to parent                                    $  204,153    $   59,855    $  107,447
    Interest on other borrowings                                         4,594         5,044           449


The accompanying notes are an integral part of these consolidated financial statements.


Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2009 and 2008
----------------------------------------------------------------------------------------

(Dollars in Thousands)


1.      Summary of Significant Accounting Policies


        Organization
        Midland National Life Insurance Company and Subsidiary ("Midland
        National" or the "Company") is an indirect wholly owned subsidiary of
        Sammons Enterprises, Inc. ("SEI"). SFG Reinsurance Company ("SFG Re"), a
        subsidiary of Midland National, is a captive reinsurance company
        domiciled in South Carolina. Together, these companies offer individual
        life and annuity products in 49 states and the District of Columbia. The
        Company is affiliated through common ownership with North American
        Company for Life and Health Insurance ("North American").


        During 2008, Midland National became a limited partner in Guggenheim
        Partners Opportunistic Investment Grade Securities Fund, LLC (the
        "Fund") a private investment company and variable interest entity.
        Midland National is considered the primary beneficiary and owns 50.9%
        and 62.9% of the Fund as of December 31, 2009 and 2008, respectively. As
        the primary beneficiary, the Company consolidates the Fund in its
        consolidated financial statements.


        During 2008, SEI made a $50,000 capital contribution to the Company.


        Basis of Presentation
        The accompanying consolidated financial statements have been prepared in
        conformity with accounting principles generally accepted in the United
        State of America ("GAAP") and reflect the consolidation of the Company
        with its wholly owned and majority owned subsidiary. All intercompany
        transactions have been eliminated in consolidation.


        The Company determines whether it has a controlling financial interest
        in an entity by first evaluating whether the entity is a voting interest
        entity or a variable interest entity ("VIE").


        Voting interest entities are entities in which the total equity
        investment at risk is sufficient to enable the entity to finance its
        activities independently and the equity holders have the obligation to
        absorb losses, the right to receive residual returns, and the right to
        make decisions about the entity's activities. The usual condition for a
        controlling financial interest in an entity is ownership of a majority
        voting interest. Accordingly, the Company consolidates voting interest
        entities in which it has a majority voting interest.


        A VIE is defined as an entity whose equity investors do not have a
        controlling financial interest or do not have sufficient capital at risk
        for the entity to finance its activities without additional financial
        support from other parties. A company is deemed to be the primary
        beneficiary of a VIE if it expects to absorb a majority of the entities
        losses or receive a majority of the VIE's residual returns, or both. The
        Company consolidates VIE's for which it is deemed to be the primary
        beneficiary. The Company's share of earnings and losses of the investee
        is included in the consolidated operating results when the Company is
        able to exercise significant influence over the operating and financial
        decisions of the investee.


        When the Company does not have a controlling financial interest in an
        entity but exerts significant influence over the entity's operating and
        financial policies (generally defined as owning a voting interest of 20%
        to 50%) and has an investment in common stock or in-substance common
        stock, the Company accounts for its investment either with the equity
        method of accounting or at fair value.


        During 2008, one variable interest entity was identified where the
        Company is the primary beneficiary (refer to note 6). As of December 31,
        2009, the Company has other investments in limited partnerships that are
        reviewed to determine if any are variable interest entities. Some of
        these investments are VIEs, but in each case the Company has determined
        it is not the primary beneficiary. In accordance with the guidance on
        consolidating variable interest entities, the Company will continue to
        evaluate its position in the future as circumstances may change and the
        entity could be determined to be a VIE and the Company could become a
        primary beneficiary, in which case the Company would consolidate the
        variable interest entity into its financial statements.


        The Company evaluated subsequent events through March 24, 2010, the date
        the consolidated financial statements were issued.


        Use of Estimates
        The preparation of financial statements in conformity with GAAP requires
        management to make estimates and assumptions that affect the reported
        amounts of assets and liabilities and disclosure of contingent assets
        and liabilities at the date of the financial statements and the reported
        amounts of revenues and expenses during the reporting period. Actual
        results could differ significantly from those estimates.


        The most significant areas which require the use of management's
        estimates relate to the determination of the fair values of financial
        assets and liabilities, derivative instruments, deferred policy
        acquisition costs, deferred sales inducements, present value of future
        profits of acquired businesses and future policy benefits for
        traditional life insurance policies.


        Interest Rate Risk
        The Company is subject to the risk that interest rates will change and
        cause changes in investment prepayments and changes in the value of its
        investments. Policyholder persistency is also affected by changes in
        interest rates. To the extent that fluctuations in interest rates cause
        the cash flows and duration of assets and liabilities to differ from
        product pricing assumptions, the Company may have to sell assets prior
        to their maturity and realize a loss.


        Liquidity Risk
        Market conditions for fixed income securities could be such that
        illiquidity in the markets could make it difficult for the Company to
        sell certain securities and generate cash to meet policyholder
        obligations. Management believes it has adequate liquidity in its
        investment portfolio and other sources of funds to meet any future
        policyholder obligations.


        Counterparty Risk
        The Company enters into derivative and repurchase agreements with
        various financial institution counterparties. The Company is at risk
        that any particular counterparty will fail to fulfill its obligations
        under outstanding agreements. The Company limits this risk by selecting
        counterparties with long-standing performance records and with credit
        ratings of "A" or above. The amount of exposure to each counterparty is
        essentially the net replacement cost or market value for such agreements
        with each counterparty, as well as any interest due the Company from the
        last interest payment period less any collateral posted by the Company
        or counterparty.


        Fair Value of Financial Instruments
        Beginning in the year ended December 31, 2008, the Company adopted the
        authoritative guidance for fair value measurements and the fair value
        option for financial assets and financial liabilities as issued by the
        Financial Accounting Standards Board (FASB). See Notes 2 and 3 for a
        discussion of this guidance. The Company uses the following methods and
        assumptions in estimating the fair values of its financial instruments:


        Investment Securities
        Fair values for fixed maturity securities are obtained primarily from
        independent pricing sources, broker quotes and fair value/cash flow
        models. Fair value is based on quoted market prices, where available.
        For fixed maturities not actively traded, fair value is estimated using
        values obtained from independent pricing services or broker quotes. In
        some cases, such as private placements and certain mortgage-backed
        securities, fair value is estimated by discounting expected future cash
        flows using a current market rate applicable to the yield, credit
        quality and maturity of the investments. The fair value of equity
        securities is based on quoted market prices, where available, and for
        those equity securities not actively traded fair values are obtained
        from independent pricing services or from internal fair value/cash flow
        models.


        Mortgage Loans
        Fair value for mortgage loans is estimated using a duration-adjusted
        pricing methodology that reflects changes in market interest rates and
        the specific interest-rate sensitivity of each mortgage. Price changes
        derived from the monthly duration-adjustments are applied to the initial
        valuation mortgage portfolio that was conducted by an independent
        broker/dealer upon acquisition of the majority of the loans at which
        time each mortgage was modeled and assigned a spread corresponding to
        its risk profile for valuation purposes. For fair value reporting
        purposes, these spreads are adjusted for current market conditions. Fair
        values are also adjusted by internally generated illiquidity and default
        factors.


        Short-term Investments
        The carrying amounts reported in the consolidated balance sheets for
        these instruments, which primarily consist of commercial paper, money
        market funds and fixed income securities acquired with less than one
        year to maturity, approximate their fair values due to the nature of
        these assets.


        Derivative Instruments
        Fair values for interest rate swaps, credit default swaps, interest rate
        floors and other derivatives are based on exchange prices, broker quoted
        prices or fair values provided by the counterparties. Variation margin
        accounts, consisting of cash balances applicable to open futures
        contracts, held by counterparties are reported at the cash balances,
        which is equal to fair value. Fair values for call options are based on
        internal financial models or counterparty quoted prices.


        Other Invested Assets
        Other invested assets consist primarily of limited partnerships. In most
        cases, the carrying amounts represent the Company's share of the
        entity's underlying equity reported in its balance sheet. In situations
        where the Company has an ownership of less than 5%, the limited
        partnership is carried at cost. The fair value of limited partnership
        assets is equal to the Company's ownership of partners' capital, which
        is obtained from financial statements issued by the partnerships.


        Assets held in separate accounts
        Separate account assets are reported at estimated fair value in the
        consolidated balance sheets based on quoted net asset values of the
        underlying mutual funds.


        Investment-type Insurance Contracts
        Fair value for the Company's liabilities under investment-type insurance
        contracts is estimated using two methods. For those contracts without a
        defined maturity, the fair value is estimated as the amount payable on
        demand (cash surrender value). For those contracts with known
        maturities, fair value is estimated using discounted cash flow
        calculations using interest rates currently being offered for similar
        contracts with maturities consistent with the contracts being valued.
        The reported value of the Company's investment-type insurance contracts
        includes the fair value of indexed life and annuity embedded
        derivatives. These fair values are calculated using discounted cash flow
        valuation techniques based on current interest rates adjusted to reflect
        our credit risk and an additional provision for adverse deviation.


        The above fair value estimates are significantly affected by the
        assumptions used, including discount rates and estimates of future cash
        flows. Although fair value estimates are calculated using assumptions
        that management believes are appropriate, changes in assumptions could
        cause these estimates to vary materially. In that regard, the derived
        fair value estimates cannot be substantiated by comparison to
        independent markets and, in some cases, could not be realized in the
        immediate settlement of the instruments. Accordingly, the aggregate fair
        value amounts presented in Note 3 do not represent the underlying value
        to the Company.


        Investments and Investment Income
        The Company is required to classify its fixed maturity investments
        (bonds and redeemable preferred stocks) and equity securities (common
        and nonredeemable preferred stocks) into three categories: securities
        that the Company has the positive intent and the ability to hold to
        maturity are classified as "held-to-maturity;" securities that are held
        for current resale are classified as "trading securities;" and
        securities not classified as held-to-maturity or as trading securities
        are classified as "available-for-sale." Investments classified as
        trading or available-for-sale are required to be reported at fair value
        in the balance sheet. The Company currently has no securities classified
        as held-to-maturity or trading.


        Available-for-sale securities are classified as such if not considered
        trading securities or if there is not the positive intent and ability to
        hold the securities to maturity. Such securities are carried at fair
        value with the unrealized holding gains and losses and non-credit
        related impairments losses included as a component of other
        comprehensive income (loss) in the consolidated statements of
        stockholder's equity, net of related adjustments to deferred policy
        acquisition costs, deferred sales inducements, deferred income taxes,
        and the accumulated unrealized holding gains (losses) on securities sold
        which are released into income as realized investment gains (losses).
        Cash flows from available-for-sale security transactions are included in
        investing activities in the consolidated statements of cash flows.


        As previously discussed in the Organization section of this footnote,
        the Company consolidates a private investment company VIE in its
        consolidated financial statements. As an investment company, the VIE
        does not classify its fixed maturity investments into the three
        previously described categories. In addition, the VIE, and therefore the
        Company in its consolidation of the VIE, reports its fixed maturity
        investments at fair value but the unrealized gains and losses are
        reported as net unrealized gain from variable interest entity in the
        consolidated statements of income rather than as a component of other
        comprehensive income (loss) in the consolidated statements of
        stockholder's equity. Included in available-for-sale fixed maturity
        securities in the accompanying consolidated balance sheets are
        $1,265,946 and $195,545 as of December 31, 2009 and 2008, respectively,
        of the VIE. The unrealized gains on these fixed maturity securities of
        $34,739 and $27,311 for the years ended December 31, 2009 and 2008,
        respectively, are reported as net unrealized gain from variable interest
        entity in the accompanying consolidated statements of income. In
        addition, the VIE holds one preferred stock that is reported as an
        equity security in the accompanying consolidated balance sheets. The
        reported value of this security is $3,049 and $1,021 as of December 31,
        2009 and 2008, respectively, and the unrealized gain of $1,056 and $131
        for the years ended December 31, 2009 and 2008, respectively, is
        reported as a component of net unrealized gain from variable interest
        entity in the accompanying consolidated statements of income.


        For collateralized mortgage obligations ("CMO's") and mortgage-backed
        securities, the Company recognizes income using a constant effective
        yield based on anticipated prepayments and the estimated economic life
        of the securities. When actual prepayments differ significantly from
        anticipated prepayments, the effective yield is recalculated to reflect
        actual payments to date and anticipated future payments. The net
        investment in the security is adjusted to the amount that would have
        existed had the new effective yield been applied since the acquisition
        of the security. This adjustment is included in net investment income.
        Included in this category is approximately $96,981 of mortgaged-backed
        securities that are all or partially collateralized by sub-prime
        mortgages at December 31, 2009. A sub-prime mortgage is defined as a
        mortgage with one or more of the following attributes: weak credit
        score, high debt-to-income ratio, high loan-to-value ratio or
        undocumented income. In recent years, the deterioration in the sub-prime
        mortgage market has had an adverse impact on the overall credit markets,
        particularly related to the fair values of CMO's and other asset-backed
        securities. The Company is exposed to credit risk associated with the
        sub-prime lending market and continues to monitor these investments in
        connection with the Company's other-than-temporary impairment policy. At
        December 31, 2009, 62% of the Company's securities with sub-prime
        exposure are rated as investment grade.


        Mortgage loans are carried at the adjusted unpaid balances.
        Approximately 61% of the mortgage loans were acquired in 2003 and were
        recorded at fair value as of the purchase date. Approximately 28% of the
        Company's mortgage loan portfolio is located in Florida, Georgia, North
        Carolina and South Carolina and 17% is located in Illinois, Indiana,
        Michigan, Ohio and Wisconsin. The composition of the mortgage loan
        portfolio by property characteristic category as of December 31, 2009,
        was as follows: Office 32%, Industrial 23%, Residential 12%, Retail 6%,
        Apartment 2% and Other 25%. Two new mortgages were acquired in 2009 for
        $25,893, the majority of which related to an additional mortgage on the
        property of an indirect affiliate (see Note 16). The Company purchased
        95 existing residential reverse mortgages in 2007. These reverse
        mortgages are first liens on the related residential properties located
        primarily in California and Florida. At December 31, 2009, the reported
        value of these reverse mortgages was $27,870. Income on reverse
        mortgages is recognized using an effective yield based on the
        contractual interest rate and anticipated repayment of the mortgage. The
        maximum percentage of any one loan to the value of the underlying
        property at the time the loan was initiated was 80% for all standard
        mortgage loans. The reverse mortgages have a Principal Limit Factor
        ("PLF") that defines the maximum amount that can be advanced to a
        borrower. The PLF is a function of the age of the borrower and
        co-borrower, if any, and the appraised value of the residential
        property. The maximum PLF in the Company's reverse mortgage portfolio is
        62.5% of the underlying property value at the time of mortgage
        origination. Property and casualty insurance is required on all
        properties covered by mortgage loans at least equal to the excess of the
        loan over the maximum loan which would be permitted by law on the land
        without the buildings. Interest income on non-performing loans is
        generally recognized on a cash basis. The Company reviews its mortgage
        loans for impairment on an on-going basis. It considers such factors as
        delinquency of payments, decreases in the value of underlying
        properties, the financial condition of the mortgagee and the impact of
        general economic conditions in the geographic areas of the properties
        collateralizing the mortgages. Once the determination is made that a
        mortgage loan is impaired, the primary consideration used to determine
        the amount of the impairment is the fair market value of the underlying
        property. The Company assumes it would receive the proceeds from the
        sale of the underlying property less sale expenses. As a result of this
        review, the Company recognized an impairment charge against earnings of
        $1,530 for the year ended December 31, 2009 related to four mortgage
        loans. There was no impairment charge recognized in 2008.


        Short-term investments primarily include commercial paper, money market
        funds and fixed income securities acquired with less than one year to
        maturity and are stated at amortized cost. Policy loans are carried at
        unpaid principal balances.


        Derivative instruments consist of options, futures, interest rate
        floors, interest rate and credit default swaps. Options are reported at
        fair value, which are determined from internal financial models and
        compared to fair values provided by counterparties. Futures are reported
        at the cash balances held in counterparty variation margin accounts,
        which amount equals fair value. The interest rate floors and swaps and
        credit default swaps are reported at fair value, which values are
        determined from models using market observable inputs or quoted prices
        from counterparties.


        Other invested assets are primarily comprised of limited partnerships.
        Limited partnerships are recorded at fair value using the net asset
        value per share under the equity method of accounting in accordance with
        authoritative guidance issued by the FASB where the Company owns 5% or
        more of the entity's equity (reported at cost where the Company owns
        less than 5%). The net asset value per share is the Company's share of
        the limited partnerships total equity. These investments are reviewed
        for impairment on a quarterly basis.


        Investment income is recorded when earned. Realized gains and losses are
        determined on the basis of specific identification of the investments.
        Dividends are recorded on the ex-dividend date.


        The Company reviews its investments to determine if declines in value
        are other-than-temporary. During 2008, the general credit markets were
        distressed and there was illiquidity in many of the markets where the
        Company trades its fixed income securities. This distress and
        illiquidity significantly impacted the fair values of the Company's
        fixed income securities as of December 31, 2008. The credit market
        conditions improved significantly during 2009 and, as a result, the
        unrealized losses in the Company's fixed income portfolio were lower at
        December 31, 2009 than at December 31, 2008. If the fair value of a debt
        security is less than its amortized cost basis at the balance sheet
        date, the Company must assess whether the impairment is
        other-than-temporary. For fixed income securities, the primary factor
        the Company considers in its assessment of whether a decline in value is
        other-than-temporary is the issuer's ability to pay the amounts due
        according to the contractual terms of the investment. Additional factors
        considered in evaluating whether a decline in value is
        other-than-temporary are the length of time and magnitude by which the
        fair value is less than amortized cost, adverse conditions specifically
        related to the security, changes to the rating of the security by a
        rating agency, changes in the quality of underlying credit enhancements
        and changes in the fair value of the security subsequent to the balance
        sheet date.


        Effective January 1, 2009, the Company implemented new guidance issued
        by the FASB that expands the determination of whether an impairment of
        debt securities is other-than-temporary and the determination of the
        amount of the impairment to charge against earnings. When an
        other-than-temporary impairment has occurred, the amount of the
        impairment charged against earnings depends on whether the Company
        intends to sell the security or more likely than not will be required to
        sell the security before recovery of its amortized cost basis. If the
        Company intends to sell the security or more likely than not will be
        required to sell the security before recovery of its amortized cost
        basis, the entire impairment is recognized as a charge against earnings.
        If the Company does not intend to sell the security and it is not more
        likely than not it will be required to sell the security before recovery
        of its amortized cost basis, the impairment is bifurcated into a credit
        related loss and a non-credit related loss. The credit related loss is
        measured as the difference between the present value of cash flows
        expected to be collected from the debt security and the debt security's
        amortized cost. The amount of the credit related loss is recognized as a
        charge against earnings. The difference between the unrealized loss on
        the impaired debt security and the credit related loss charged against
        earnings is the non-credit related loss that is recognized in
        accumulated other comprehensive loss.


        The Company uses a single best estimate of cash flows approach and uses
        the effective yield prior to the date of impairment to calculate the
        present value of cash flows. The Company's assumptions for residential
        mortgage-backed securities, commercial mortgage-backed securities, other
        asset-backed securities and collateralized debt obligations include
        collateral pledged, scheduled interest payments, default levels,
        delinquency rates and the level of nonperforming assets for the
        remainder of the investments' expected term. The company's assumptions
        for corporate and other fixed maturity securities include scheduled
        interest payments and an estimated recovery value, generally based on a
        percentage return of the current market value.


        After an other-than-temporary write-down, the new cost basis is the
        prior amortized cost less the credit loss. The adjusted cost basis is
        generally not adjusted for subsequent recoveries in fair value. However,
        if the Company can reasonably estimate future cash flows after a
        write-down and the expected cash flows indicate some or all of the
        credit related loss will be recovered, the discount or reduced premium
        recorded is amortized over the remaining life of the security.
        Amortization in this instance is computed using the prospective method
        and is determined based on the current estimate of the amount and timing
        of future cash flows.


        During 2009, 2008 and 2007, the Company recorded $71,471, $87,404 and
        $7,394, respectively, of realized losses as a result of
        other-than-temporary impairments. These losses are included in net
        impairment loss recognized in earnings in the consolidated statements of
        income. The Company was required to recognize the cumulative effect of
        initially applying this guidance. For the fixed income securities held
        at the beginning of 2009 for which an other-than-temporary impairment
        was previously recognized and the Company did not intend to sell and it
        was not more likely than not that it would be required to sell the
        security before recovery of its amortized cost basis, the cumulative
        effect of initially applying this guidance is recognized as an
        adjustment to the opening balance of retained earnings with a
        corresponding adjustment to accumulated other comprehensive income. The
        amount of the cumulative effect adjustment recognized by the Company was
        $7,050, which is reported in the accompanying consolidated statements of
        stockholder's equity.


        Cash
        Cash consists of demand deposits and non-interest bearing deposits held
        by custodial banks.


        Recognition of Traditional Life Revenue and Policy Benefits Traditional
        life insurance products include those products with fixed and guaranteed
        premiums and benefits. Life insurance premiums are recognized as premium
        income when due. Benefits and expenses are associated with earned
        premiums so as to result in recognition of profits over the life of the
        contracts. This association is accomplished by means of the provision
        for policy benefit reserves and the amortization of deferred policy
        acquisition costs.

        The liabilities for the policy benefit reserves for traditional life
        insurance policies of $1,003,106 and $965,373 at December 31, 2009 and
        2008, respectively, generally are computed by the net level premium
        method based on estimated future investment yield, mortality, morbidity
        and withdrawals that were appropriate at the time the policies were
        issued or acquired. Interest rate assumptions ranged primarily from
        6.00% to 9.00% in 2009 and 2008.

        Recognition of Revenue and Policy Benefits for Interest Sensitive Life
        Insurance Products and Investment Contracts ("Interest Sensitive
        Policies")
        Interest sensitive policies are issued on a periodic and single premium
        basis. Amounts collected are credited to policyholder account balances.
        Revenues from interest sensitive policies consist of charges assessed
        against policyholder account balances for the cost of insurance, policy
        administration, and surrender charges. Revenues also include investment
        income related to the investments that support the policyholder account
        balances. Policy benefits and claims that are charged to expense include
        benefits incurred in the period in excess of related policyholder
        account balances. Benefits also include interest and fixed index amounts
        credited to the account balances.

        Policyholder reserves for universal life and other interest sensitive
        life insurance and investment contracts, reported in the consolidated
        balance sheets as policyholder account balances of $23,244,885 and
        $21,648,394 at December 31, 2009 and 2008, respectively, are determined
        using the retrospective deposit method. Policy reserves consist of the
        policyholder deposits and credited interest and fixed index credits less
        withdrawals and charges for mortality, administrative, and policy
        expenses. Interest crediting rates ranged primarily from 2.00% to 7.50%
        in 2009 and 2008. For certain contracts, these crediting rates extend
        for periods in excess of one year.

        Accounting for Derivative Instruments
        Guidance issued by the FASB requires that all derivatives be carried on
        the consolidated balance sheets at fair value, with certain changes in
        fair value reflected in other comprehensive income (loss) in the
        consolidated statements of stockholder's equity (for those derivatives
        designated as effective "cash flow hedges") while other changes in
        derivative fair value are reflected as net gains (losses) on derivatives
        in the consolidated statements of income. The changes in fair value of
        derivatives designated as effective fair value hedges and the changes in
        fair value of the hedged fixed income securities are reported as a
        component of net gains (losses) on derivatives. For derivatives not
        designated as effective hedges, the change in fair value is recognized
        as a component of net gains (losses) on derivatives in the period of
        change.


        The Company uses derivatives to manage its fixed indexed and policy
        obligation interest guarantees and interest rate risks applicable to its
        investments. To mitigate these risks, the Company enters interest rate
        swap agreements and futures contracts and purchases equity indexed
        options. The interest rate swaps are accounted for as either effective
        cash flow hedges, effective fair value hedges or as non-hedge
        derivatives. To qualify for hedge accounting, the Company is required to
        formally document the hedging relationship at the inception of each
        derivative transaction. This documentation includes the specific
        derivative instrument, risk management objective, hedging strategy,
        identification of the hedged item, specific risk being hedged and how
        effectiveness will be assessed. To be considered an effective hedge, the
        derivative must be highly effective in offsetting the variability of the
        cash flows or the changes in fair value of the hedged item.
        Effectiveness is evaluated on a retrospective and prospective basis.


        The Company has fixed indexed universal life and annuity products that
        have a guaranteed base return and a higher potential return tied to
        several major equity market indexes. In order to fund these benefits,
        the Company purchases over-the-counter index ("call") options and enters
        exchange listed futures contracts that compensate the Company for any
        appreciation over the strike price and substantively offsets the
        corresponding increase in the policyholder obligation. The futures
        contracts are adjusted to market value each day, which mark-to-market is
        settled in cash daily through the Company's variation margin accounts
        maintained with the counterparty. Gains (losses) during the time a
        futures contract is outstanding are reported as gains (losses) on
        derivatives. The Company amortizes the cost of the indexed options
        against investment income over the term of the option, which is
        typically one year. In accordance with FASB guidance, the Company
        adjusts the carrying value of the options from amortized cost to fair
        value with any change reflected as net gains (losses) on derivatives in
        the consolidated statements of income. When the option matures, any
        value received by the Company is reflected as investment income offset
        by the amount credited to the policyholder.


        The Company follows authoritative guidance for determining when certain
        reinsurance arrangements and debt instruments contain embedded
        derivatives requiring bifurcation due to the incorporation of credit
        risk exposures that are not clearly and closely related to the
        creditworthiness of the obligor. This guidance impacts two large
        coinsurance with funds withheld agreements with an outside reinsurance
        company applicable to specified annuity policies issued by the Company.


        The agreements between the Company and its derivatives counterparties
        require the posting of collateral when the market value of the
        derivative instruments exceeds the cost of the instruments. Collateral
        posted by counterparties is reported in the consolidated balance sheets
        in short-term investments with a corresponding liability reported in
        repurchase agreements, other borrowings and collateral on derivatives.
        Collateral posted by the Company is reported in the consolidated balance
        sheets as other receivables.


        The Company applies the authoritative guidance for accounting for
        certain hybrid financial instruments. This guidance permits fair value
        measurement for any hybrid financial instrument that contains an
        embedded derivative that otherwise would require bifurcation. See Note 5
        for additional discussion of the impact of the fair value guidance.


        Repurchase Agreements
        As part of its investment strategy, the Company enters into reverse
        repurchase agreements to increase the Company's investment return. The
        Company accounts for these transactions as secured borrowings, where the
        amount borrowed is tied to the market value of the underlying collateral
        securities. Reverse repurchase agreements involve a sale of securities
        and an agreement to repurchase the same securities at a later date at an
        agreed-upon price. As of December 31, 2009 and 2008, there were
        $2,424,585 and $2,683,285, respectively, of such agreements outstanding.
        The collateral for these agreements is held in fixed maturities in the
        consolidated balance sheets.


        Deferred Policy Acquisition Costs ("DAC")
        Policy acquisition costs that vary with, and are primarily related to
        the production of new business, are deferred into the DAC asset to the
        extent that such costs are deemed recoverable from future profits. Such
        costs include commissions, marketing, policy issuance, underwriting, and
        certain variable agency expenses. For traditional insurance policies,
        such costs are amortized over the estimated premium paying period of the
        related policies in proportion to the ratio of the annual premium
        revenues to the total anticipated premium revenues. For interest
        sensitive policies, these costs are amortized over the lives of the
        policies in relation to the present value of actual and estimated gross
        profits, subject to regular evaluation and retroactive revision to
        reflect actual emerging experience. Recoverability of DAC is evaluated
        on an annual basis by comparing the current estimate of future profits
        to the unamortized asset balance.


        Deferred Sales Inducements ("DSI")
        The Company defers certain sales inducement costs into a DSI asset.
        Sales inducements consist of premium bonuses and bonus interest on the
        Company's life and annuity products. The Company accounts and reports
        for certain sales inducements whereby capitalized costs are reported
        separately in the consolidated balance sheets and the amortization of
        the capitalized sales inducements is reported as a separate component of
        insurance benefits in the consolidated statements of income in
        accordance with authoritative guidance.


        To the extent that unrealized investment gains or losses on
        available-for-sale securities would result in an adjustment to the
        amortization pattern of DAC and DSI had those gains or losses actually
        been realized, the adjustments are recorded directly to stockholder's
        equity through other comprehensive income (loss) as an offset to the
        unrealized investment gains or losses on available-for-sale securities.


        Present Value of Future Profits of Acquired Businesses ("PVFP")
        The PVFP represents the portion of the purchase price of blocks of
        businesses that was allocated to the future profits attributable to the
        insurance in force at the dates of acquisition. The PVFP is amortized in
        relationship to the actual and expected emergence of such future
        profits. Based on current conditions and assumptions as to future
        events, the Company expects to amortize $2,733, $1,715, $1,312, $1,238,
        and $1,167 of the existing PVFP over the next five years.


        Retrospective adjustments of these amounts are made periodically upon
        revision of estimates of current or future gross profits on universal
        life-type products to be realized from a group of policies.
        Recoverability of the PVFP is evaluated periodically by comparing the
        current estimate of future profits to the unamortized asset balance.


        Policy Claims and Benefits Payable
        The liability for policy claims and benefits payable includes provisions
        for reported claims and estimates for claims incurred but not reported,
        based on the terms of the related policies and contracts and on prior
        experience. Claim liabilities are based on estimates and are subject to
        future charges in claim severity and frequency. Estimates are
        periodically reviewed and adjustments are reflected in current
        operations.


        Variable Life and Annuity Products
        The separate accounts held by the Company are funds on which investment
        income and gains or losses accrue directly to certain policyholders. The
        assets of these accounts are legally separated and are not subject to
        the claims that may arise out of any other business of the Company. The
        Company reports its separate account assets at market value; the
        underlying investment risks are assumed by the contractholders. The
        Company records the related liabilities at amounts equal to the market
        value of the underlying assets. The Company reflects these assets and
        liabilities in the separate account assets and liabilities lines in the
        consolidated balance sheets. The Company reports the fees earned for
        administrative and contractholder services performed for the separate
        accounts as other income in the consolidated statements of income.


        Dividends and Distributions
        Payment of dividends or other distributions are limited by statute,
        which is generally limited to the greater of the insurance company's
        statutory net income or 10% of the insurance company's statutory
        surplus.


        Federal Income Taxes
        The Company is a member of SEI's consolidated United States federal
        income tax group. The policy for intercompany allocation of federal
        income taxes provides that the Company compute the provision for federal
        income taxes on a separate return basis. The Company makes payment to,
        or receives payment from, SEI in the amount they would have paid to, or
        received from, the Internal Revenue Service had they not been members of
        the consolidated tax group. The separate Company provisions and payments
        are computed using the tax elections made by SEI.


        Deferred tax liabilities and assets are recognized based upon the
        difference between the financial statement and tax bases of assets and
        liabilities using enacted tax rates in effect for the year in which the
        differences are expected to reverse.


        Comprehensive Income
        The Company follows the reporting concept of "Comprehensive Income"
        which requires the reporting of comprehensive income in addition to net
        income. Comprehensive income is a more inclusive financial reporting
        methodology that includes disclosure of certain financial information
        that historically has not been recognized in the calculation of net
        income. Comprehensive income for the Company includes net income and
        other comprehensive income, which includes unrealized investment gains
        (losses) on available-for-sale securities, non-credit portion of OTTI,
        and interest rate swaps accounted for as cash flow hedges net of related
        adjustments to deferred policy acquisition costs, deferred sales
        inducements, and deferred income taxes and additional pension and
        post-retirement benefit liabilities.


        Reclassification
        Certain items in the 2008 and 2007 financial statements have been
        reclassified to conform to the 2009 presentation.


2.      Recently Issued Accounting Standards


        Fair Value Measurements
        The Company adopted FASB guidance that defined fair value and
        established a framework for measuring fair value on January 1, 2008. In
        September 2008, additional fair value guidance was issued and provides
        guidance for determining fair value of a financial asset when the market
        for that financial asset is not active. The adoption of this guidance
        primarily resulted in a change prospectively beginning on January 1,
        2008 in the discount rates used in the calculation of the fair values of
        the embedded derivative component of the Company's policy benefit
        reserves from risk-free interest rates to interest rates that include
        non-performance risk related to those liabilities. This change also
        impacted the calculation of the embedded derivatives contained in the
        Company's coinsurance with funds withheld reinsurance agreements. The
        adoption of the fair value guidance resulted in a net loss due to the
        change in the fair value of the embedded options related to policyholder
        obligations and change in fair value of the embedded derivatives on
        January 1, 2008 of $216,999. See Note 3 for additional discussion of the
        impact of the fair value guidance. The net loss impact of this change
        net of related adjustments in amortization of deferred policy
        acquisition costs and deferred sales inducements and income taxes was
        $47,644.

        In April 2009, the FASB issued additional guidance related to estimating
        fair value when the volume and level of activity for the asset or
        liability have significantly decreased in relation to normal market
        activity for the asset or liability and clarifies that the use of
        multiple valuation techniques may be appropriate. The guidance also
        provides guidance on identifying transactions that are not orderly. In
        addition it requires additional disclosures about fair value
        measurements. The Company adopted this guidance for the year ended
        December 31, 2009. There was no material effect on the consolidated
        financial statements but the guidance did increase disclosure
        requirements about fair value measurements (refer to Note 3).

        In August 2009, the FASB issued further guidance on fair value
        measurements and disclosures related to measuring liabilities at fair
        value. This guidance provides clarification that in circumstances in
        which a quoted price in an active market for the identical liability is
        not available, a reporting entity is required to measure fair value
        using one or more of the following techniques: (1) a valuation technique
        that uses the quoted price of the identical liability when traded as an
        asset and/or quoted prices for similar liabilities when traded as
        assets, (2) another valuation technique that is consistent with the
        principles of fair value measurement guidance. The Company adopted the
        guidance for the year ended December 31, 2009. The new guidance did not
        have a material effect on the consolidated financial statements.

        In September 2009, the FASB issued new guidance for the fair value
        measurement of investments in certain entities that calculate net asset
        value per share (or its equivalent). The guidance permits the use of a
        practical expedient when determining the net asset value. If the
        practical expedient is used, increased disclosures are required. The
        Company adopted the guidance effective for the year ended December 31,
        2009. The new guidance did not have a material effect on our
        consolidated financial statements but it did increase our disclosures
        about fair value measurement.

        In January 2010, the FASB issued additional guidance on disclosures for
        fair value measurements. The new disclosures include gross presentation
        of activities within the Level 3 roll forward, adds a new requirement to
        disclose transfers in and out of Level 1 and 2 measurements, and
        clarifies two existing disclosure requirements related to the level of
        disaggregation of fair value measurements and disclosures regarding
        inputs and valuation techniques. This guidance is effective for fiscal
        years beginning after December 15, 2009, except for the gross
        presentation of the Level 3 roll forward information which is effective
        for fiscal years beginning after December 15, 2010. The Company believes
        the guidance will not have a material impact on the consolidated
        financial statements, but will increase the disclosures about fair
        value.

        Business Combinations
        In December 2007, the FASB issued updated guidance related to business
        combinations. This standard revises previously issued authoritative
        guidance and will change how companies account for business
        acquisitions. The new standard applies greater use of fair values to
        acquired assets and liabilities and will introduce more volatility into
        earnings subsequent to acquisitions. The Company adopted the guidance
        effective January 1, 2009 and will apply it to subsequent acquisitions.

        Noncontrolling Interests
        In 2009 the Company adopted revised guidance on accounting and reporting
        for noncontrolling interest in consolidated financial statements. The
        authoritative guidance changes the accounting and reporting for minority
        interests, which will now be characterized as noncontrolling interests.
        Upon adoption, noncontrolling interests will be classified as a
        component of stockholder's equity whereas prior to the new guidance
        minority interests were classified as a liability. The initial reported
        value of noncontrolling interests will be at fair value. According to
        this guidance net income includes the total income of all consolidated
        subsidiaries with separate disclosures on the face of the income
        statement of the income attributable to controlling and noncontrolling
        interests. Previously, net income attributable to the noncontrolling
        interest was reported as an operating expense in arriving at
        consolidated net income. The guidance also amends the accounting
        requirements for changes in a parent's ownership interest when the
        parent retains control and for changes in a parent's ownership interest
        that results in deconsolidation. The Company adopted the guidance as
        required for the year ended December 31, 2009 and the presentation and
        disclosure requirements have been applied retrospectively for the
        periods presented (refer to Note 6).

        In January 2010, the FASB issued guidance on accounting and reporting
        for decreases in ownership of a subsidiary. The guidance clarifies the
        scope of the decrease in ownership provisions to include a business or
        nonprofit activity as well as an entity that exchanges a group of assets
        that constitutes a business or nonprofit activity for an equity interest
        in another entity. The guidance also improves the disclosures for fair
        value measurements relating to retained investments in a deconsolidated
        subsidiary or a preexisting interest held by an acquirer in a business
        combination. This guidance is effective beginning in the period that an
        entity adopts the previous noncontrolling interest guidance which is the
        year ended December 31, 2009 for the Company.

        Derivative Instrument Disclosures
        In March 2008, the FASB issued authoritative guidance amending and
        expanding the disclosures previously required about derivative
        instruments and hedging activities The guidance requires disclosures
        that enhances understanding of 1) how and why an entity uses derivative
        instruments, 2) how derivatives and related hedged items are accounted
        for and 3) how derivative instruments affect an entity's financial
        position, results of operations and its cash flows. The Company adopted
        the guidance effective January 1, 2009 (refer to Note 5).


        Pension and post-retirement plan assets
        In December 2008, revised guidance was issued related to employer's
        disclosures about post-retirement benefit plan assets which provides
        guidance on an employer's disclosures about plan assets of a defined
        benefit pension or other post-retirement plan. This guidance was adopted
        for fiscal year 2009 as required and the expanded disclosures are
        included in Note 15.

        Other-Than-Temporary Impairments
        In April 2009, the FASB issued amended guidance on the recognition and
        presentation of an other-than-temporary impairment ("OTTI") and required
        additional disclosures. The recognition provisions apply only to debt
        securities classified as available-for-sale and held-to-maturity. The
        presentation and disclosure requirements apply to both debt and equity
        securities. An impaired debt security will be considered OTTI if a
        holder has the intent to sell, or it more likely than not will be
        required to sell prior to recovery of the amortized cost. If a holder of
        a debt security does not expect recovery of the entire cost basis, even
        if there is no intention to sell the security, it will be considered an
        OTTI as well. In addition, the guidance changes how an entity recognizes
        an OTTI for a debt security by separating the loss between the amount
        representing the credit loss and the amount relating to other factors,
        if a holder does not have the intent to sell or it more likely than not
        will be required to sell prior to recovery of the amortized cost less
        any current period credit loss. Credit losses will be recognized in net
        income and losses relating to other factors will be recognized in other
        comprehensive income ("OCI"). If the holder has the intent to sell or it
        more likely than not will be required to sell before its recovery of
        amortized cost less any current period credit loss, the entire OTTI will
        continue to be recognized in net income. The adoption of the guidance
        requires a cumulative effect adjustment to the opening balance of
        retained earnings in the period of adoption with a corresponding
        adjustment to accumulated OCI. The Company adopted the guidance as
        required on January 1, 2009 and reclassified $7,050 from retained
        earnings to accumulated OCI and included the additional disclosures as
        required (refer to Note 1).


        Subsequent Events
        In May 2009, the FASB issued guidance related to subsequent events. The
        guidance establishes general standards of accounting for and disclosure
        of events that occur after the balance sheet date but before the
        financial statements are issued or are available to be issued. The
        guidance defines the period after the balance sheet date during which
        management of a reporting entity should evaluate events or transactions
        that may occur for potential recognition or disclosure in the financial
        statements, the circumstances under which an entity should recognize
        events or transactions occurring after the balance sheet date in its
        financial statements and the disclosures that an entity should make
        about events or transactions that occurred after the balance sheet date.
        The Company adopted the guidance in 2009 (refer to Note 1).


        Transfers of Financial Assets
        In June 2009, the FASB issued amended guidance on accounting for
        transfers of financial assets. The guidance is designed to improve the
        relevance, representational faithfulness, and comparability of the
        information that a reporting entity provides in its financial reports
        about a transfer of financial assets; the effects of a transfer on its
        financial position, financial performance, and cash flows; and a
        transferor's continuing involvement in transferred financial assets. The
        most significant change is the elimination of the concept of a
        qualifying special-purpose entity. Therefore, formerly qualifying
        special-purpose entities (as defined under previous standards) should be
        evaluated for consolidation by reporting entities on and after the
        effective date in accordance with the applicable consolidation guidance.
        This guidance is effective for fiscal years beginning after November 15,
        2009. The guidance will have an impact on the financial statements of
        the Company for any transfers of financial assets made subsequent to
        December 31, 2009.





        Variable Interest Entities
        In June 2009, the FASB issued amended guidance related to the
        consolidation of variable interest entities ("VIE"). The guidance
        requires an enterprise to perform an analysis to determine whether the
        company's variable interest or interests give it a controlling financial
        interest in a VIE. This analysis identifies the primary beneficiary of a
        VIE as the company that (1) has the power to direct the activities of a
        VIE that most significantly impact the entity's economic performance and
        (2) the obligation to absorb losses of the entity that could potentially
        be significant to the VIE or the right to receive benefits from the
        entity that could potentially be significant to the VIE. The guidance
        requires ongoing reassessments of whether the company is the primary
        beneficiary of a VIE. It also requires enhanced disclosures that will
        provide users of financial statements with more transparent information
        about a company's involvement with the VIE. The enhanced disclosures are
        required for any company that holds a variable interest in a VIE. The
        guidance is effective for fiscal years beginning after November 15,
        2009. The Company will re-evaluate its investments in limited
        partnerships to determine if there are VIE's which would require
        consolidation in accordance with this new guidance for the year ended
        December 31, 2010. The Company does not expect the adoption of this
        guidance to be material to the consolidated financial statements.


3.      Fair Value of Financial Instruments


        The carrying value and estimated fair value of the Company's financial
        instruments are as follows:


                                                          December 31, 2009                        December 31, 2008
                                                  -----------------------------------     ----------------------------------
                                                    Carrying             Estimated         Carrying             Estimated
                                                      Value             Fair Value           Value             Fair Value
Financial assets
    Fixed maturities,
     available-for-sale                             $22,256,805          $22,256,805       $20,400,384          $20,400,384
    Equity securities,
     available-for-sale                                 462,328              462,328           387,086              387,086
    Mortgage loans                                      241,001              207,576           252,485              208,396
    Short-term investments                              353,271              353,271           178,271              178,271
    Derivative instruments                              435,085              435,085           107,416              107,416
    Other invested assets                               337,514              362,471           377,954              371,650
    Reinsurance receivables                               6,676                6,676           (35,680)             (35,680)
    Separate account assets                             934,472              934,472           719,240              719,240
Financial liabilities
    Investment-type insurance contracts              12,808,780           11,444,929        12,572,411           10,986,737
    Repurchase agreements, other borrowings
      and collateral on derivatives                   2,974,315            2,974,315         3,049,335            3,049,335
    Derivative instruments                               51,187               51,187            47,123               47,123


        As discussed in Note 2 above, the FASB guidance on fair value
        measurements defines fair value, establishes a framework for measuring
        fair value and expands the required disclosures about fair value
        measurements. Per the guidance, fair value is based on an exit price,
        which is the price that would be received to sell an asset or paid to
        transfer a liability in an orderly transaction between market
        participants at the measurement date. The fair value guidance also
        establishes a hierarchal disclosure framework which prioritizes and
        ranks the level of market price observability used in measuring
        financial instruments at fair value. Market price observability is
        affected by a number of factors, including the type of instrument and
        the characteristics specific to the instrument. Financial instruments
        with readily available active quoted prices or for which fair value can
        be measured from actively quoted prices generally will have a higher
        degree of market price observability and a lesser degree of judgment
        used in measuring fair value.


        The Company determines the fair value of its investments, in the absence
        of observable market prices, using the valuation methodologies described
        below applied on a consistent basis. For some investments, market
        activity may be minimal or nonexistent and management's determination of
        fair value is then based on the best information available in the
        circumstances and may incorporate management's own assumptions, which
        involves a significant degree of judgment.


        Investments for which market prices are not observable are generally
        private investments, securities valued using non-binding broker quotes
        or securities with very little trading activity. Fair values of private
        investments are determined by reference to public market or private
        transactions or valuations for comparable companies or assets in the
        relevant asset class when such amounts are available. If these are not
        available, a discounted cash flow analysis using interest spreads
        adjusted for the maturity/average life differences may be used. Spread
        adjustments are intended to reflect an illiquidity premium and take into
        account a variety of factors including but not limited to senior
        unsecured versus secured, par amount outstanding, number of holders,
        maturity, average life, composition of lending group, debit rating,
        credit default spreads, default rates and credit spreads applicable to
        the security sector. These valuation methodologies involve a significant
        degree of judgment.


        Financial instruments measured and reported at fair value are classified
        and disclosed in one of the following categories.


        Level 1 - Quoted prices are available in active markets for identical
        financial instruments as of the reporting date. The types of financial
        instruments included in Level 1 are listed equities, mutual funds, money
        market funds and non-interest bearing cash. As required by the fair
        value measurements guidance, the Company does not adjust the quoted
        price for these financial instruments, even in situations where it holds
        a large position and a sale could reasonably impact the quoted price.


        Level 2 - Fair values are based on quoted prices for similar assets or
        liabilities in active and inactive markets. Inactive markets involve few
        transactions for similar assets or liabilities and the prices are not
        current or price quotations vary substantially over time or among market
        makers, which would include some broker quotes. Level 2 inputs also
        include corroborated market data such as interest rate spreads, yield
        curves, volatilities, prepayment speeds, credit risks and default rates.
        Financial instruments that are generally included in this category
        include corporate bonds, asset backed securities, CMOs, short-term
        securities, less liquid and restricted equity securities and
        over-the-counter derivatives.

        Level 3 - Pricing inputs are unobservable for the financial instrument
        and include situations where there is little, if any, market activity
        for the financial instrument. These inputs may reflect the Company's
        estimates of the assumptions that market participants would use in
        valuing the financial instruments. Financial instruments that are
        included in this category generally include private corporate
        securities, collateralized debt obligations and index life and annuity
        embedded derivatives.


        In certain cases, the inputs used to measure fair value may fall into
        different levels of the fair value hierarchy. In such cases, a financial
        instrument's level within the fair value hierarchy is based on the
        lowest level of input that is significant to the fair value measurement.
        The assessment of the significance of a particular input to the fair
        value measurement in its entirety requires judgment and considers
        factors specific to the financial instrument.


        The following tables summarize the valuation of the Company's financial
        instruments presented in the consolidated balance sheets by the fair
        value hierarchy levels defined in the fair value measurements guidance:


                                                                                   December 31, 2009
                                                        -----------------------------------------------------------------------
                                                         Quoted prices      Significant
                                                           In active           other            Significant
                                                          Markets for        observable         unobservable
                                                         identical assets      inputs              inputs
                                                           (Level 1)         (Level 2)           (Level 3)         Total
    Assets
    Fixed maturities - available for sale
    U.S. government and agencies                                 $     -        $ 3,254,711            $     -     $ 3,254,711
    Corporate securities                                               -          6,617,649            754,956       7,372,605
    Residential mortgage-backed securities                             -          1,942,431          1,154,910       3,097,341
    Commercial mortgage-backed securities                              -          1,289,682             65,423       1,355,105
    Asset backed securities                                            -          1,943,826          2,836,787       4,780,613
    Other debt obligations                                             -          2,157,165            239,265       2,396,430
                                                        -----------------  -----------------  -----------------   -------------
    Total fixed maturities - available for sale                        -         17,205,464          5,051,341      22,256,805
    Equity securities - available for sale                             -            437,084             25,244         462,328
    Derivative instruments                                             -            435,085                  -         435,085
    Reinsurance receivables                                            -                  -              6,676           6,676
    Separate account assets                                      934,472                  -                  -         934,472

    Liabilities
    Policyholder account balances - index
          life and annuity embedded derivatives                  $     -           $      -          $  26,158          26,158
    Derivative instruments                                        23,159             28,028            $     -          51,187


                                                                                 December 31, 2008
                                                        -----------------------------------------------------------------------
                                                         Quoted prices      Significant
                                                           In active           other            Significant
                                                          Markets for        observable         unobservable
                                                         identical assets      inputs              inputs
                                                           (Level 1)         (Level 2)           (Level 3)         Total
    Assets
    Fixed maturities - available for sale                        $     -       $ 15,255,917        $ 5,144,467    $ 20,400,384
    Equity securities - available for sale                             -            310,564             76,522         387,086
    Derivative instruments                                         1,602            105,814                  -         107,416
    Reinsurance receivables                                            -                  -            (35,680)        (35,680)
    Separate account assets                                      719,240                  -                  -         719,240

    Liabilities
    Policyholder account balances - index
          life and annuity embedded derivatives                  $     -           $      -         $ (416,478)    $  (416,478)
    Derivative instruments                                             -             47,123                  -          47,123



        Approximately 23% and 25% of the total fixed maturities are included in
        the Level 3 group at December 31, 2009 and 2008, respectively.


        The preceding financial instruments are reported at fair value in the
        consolidated balance sheets. Methods and assumptions used to determine
        the fair values are described in Note 1.



        The following tables summarize the Level 3 fixed maturity and equity
        security investments by valuation methodology as of December 31, 2009
        and 2008:


                                                        ---------------------------------------------------------
                                                                           December 31, 2009
                                                        ---------------------------------------------------------
                                                          Third-party            Priced
                                                            vendors            internally            Total
                                                        ---------------------------------------------------------

    Assets
    U.S. government and agencies                                     $ -                  $ -                $ -
    Corporate securities                                         181,604              573,352            754,956
    Residential mortgage-backed securities                         2,350            1,152,560          1,154,910
    Commercial mortgage-backed securities                         50,965               14,458             65,423
    Asset backed securities                                       96,342            2,740,446          2,836,788
    Other debt obligations                                       118,179              121,085            239,264
                                                        -----------------  -------------------  -----------------
    Total fixed maturities - available for sale                  449,440            4,601,901          5,051,341
    Equity securities - available for sale                             -               25,244             25,244
                                                        -----------------  -------------------  -----------------
    Total                                                      $ 449,440          $ 4,627,145        $ 5,076,585
                                                        -----------------  -------------------  -----------------
    Percent of total                                                  9%                  91%               100%
                                                        -----------------  -------------------  -----------------

                                                                 December 31, 2008
                            ------------------------------------------------------------------------------------------------
                                                                       Mortgage or                              Percent
                                  All                Private           other asset                                 of
                                 Other             Placements        backed securities        Total              Total

Source of valuation
Priced internally                  $  84,124           $  394,259         $ 4,183,371         $ 4,661,754               89%
Third-party vendors                  213,992              229,586             115,657             559,235               11%
                            -----------------   ------------------   -----------------  ------------------   ---------------

Total                             $  298,116           $  623,845         $ 4,299,028         $ 5,220,989              100%
                            -----------------   ------------------   -----------------  ------------------   ---------------



        The changes in financial instruments measured at fair value, excluding
        accrued interest income, for which Level 3 inputs were used to determine
        fair value during 2009 are as follows:


                                                                                                                   Total
                                                                                                               Gains (Losses)
                                                                                                                Included In
                                         Total Realized and Unrealized                                           Net Income
                                               Gains (losses)                                                    Related to
                                         ---------------------------
                           Beginning                   Included in    Purchases,                     Ending     Instruments
                            Balance                       Other      Issuances, and Transfers in    Balance     Still Held at
                            December     Included in   Comprehensive Settlements    and/or out of   December    the Reporting
                            31, 2008      Net Income      Income        (net)       Level 3 (A)     31, 2009        Date
                          ---------------------------------------------------------------------------------------------------

Assets
Fixed maturities -
available for sale
U.S. government
and agencies                     $ 350            $ -           $ -        $ (350)           $ -           $ -           $ -
Corporate                      685,419        (15,881)       63,431        52,719        (30,731)      754,957         1,730
Residential
mortgage-backed
securities                     674,905         37,142       (58,819)     (182,580)             -       470,648        (6,707)
Commercial
mortgage-backed
securities                     779,207        (38,297)       65,224       (45,507)       (10,942)      749,685        (5,165)
Asset-backed
securities                   2,909,773        (50,704)     (272,470)      428,053       (177,866)    2,836,786             -
Other debt
obligations                     94,813         (1,899)       (3,638)      173,809        (23,820)      239,265           261
                          -------------  ------------- ------------- -------------  ------------- ------------- -------------
Total fixed maturities       5,144,467        (69,639)     (206,272)      426,144       (243,359)    5,051,341        (9,881)
Equity securities               76,522        (21,369)       10,890       (15,102)       (25,697)       25,244             -
Reinsurance receivables        (35,680)        42,356             -             -              -         6,676      $ 42,356

Liabilities
Policy account balances -
index life and annuity
embedded derivatives (B)      (416,478)      (442,636)            -             -              -        26,158    $ (442,636)


                                                  Total Realized and Unrealized
                                                         Gains (losses)
                                                --------------------------------
                                  Beginning                       Included in     Purchases,                         Ending
                                   Balance                           Other       Issuances, and    Transfers in      Balance
                                   December      Included in      Comprehensive   Settlements     and/or out of     December
                                   31, 2007      Net Income          Income          (net)         Level 3 (A)      31, 2008
                                -------------------------------------------------------------------------------------------------

Assets
Fixed maturities and
equity securities                  $ 2,194,357       $ (33,948)       $ (33,457)    $ 1,893,605      $ 1,200,432     $ 5,220,989
Reinsurance
receivables (C)                        143,517        (179,197)               -               -                -         (35,680)

Liabilities
Policy account balances -
index life and annuity
embedded
derivatives (B) and (D)              $ (52,798)      $ 363,680              $ -             $ -              $ -      $ (416,478)



        Policy account balances - index life and annuity embedded derivatives
        exclude host accretion and the timing of posting index credits, which
        are included with interest credited to policyholder account balances in
        the consolidated statements of income.


        (A)     Included in the transfers in and/or out line above is $453,447
                and $100,072 of securities that were priced using unobservable
                data at December 31, 2008 and 2007, respectively and were
                transferred to a pricing service that uses observable market
                data in the prices and $184,391 and $1,300,504 of securities
                that were transferred into Level 3 that did not have enough
                observable data to include in Level 2 at December 31, 2009 and
                2008


        (B)     The transfers in and/or out above excludes host accretion and
                the timing of posting index credits, which are included with
                interest credited to policyholder account balances in the
                consolidated statements of income.


        (C)     Includes ($507,619) due to the impact of the adoption of fair
                value guidance and $328,422 due to the change in fair value of
                embedded derivatives.


        (D)     Includes $290,620 due to the impact of the adoption of fair
                value guidance and $73,060 due to the change in fair value of
                embedded derivatives


        The Company adopted the new guidance for the fair value measurement of
        investments in certain entities that calculate net asset value per share
        (or its equivalent) for the year ended December 31, 2009. The new
        guidance permit, as a practical expedient, a reporting entity to measure
        the fair value of an investment on the basis of the net asset value per
        share of the investment (or its equivalent) if the net asset value of
        the investment (or its equivalent) is calculated in a manner consistent
        with the measurement guidance issued by the FASB for investment
        companies as of the reporting entity's measurement date. The following
        table shows the investments which are included in other invested assets
        on the consolidated balance sheet:


                                                                        December 31, 2009
                                                               ---------------------------------------
                                                                   Fair                 Unfunded
                                                                   value              commitments
                                                               ---------------------------------------

Limited partnership interests by underlying investments:
Fixed income                                                          $ 226,862              $ 75,895
Private equity                                                           95,846                19,533
Real estate                                                              39,707                33,976
Other                                                                        56                     -
                                                               -----------------   -------------------

Total                                                                 $ 362,471             $ 129,404
                                                               -----------------   -------------------

        The limited partnership investments are not redeemable at specific time
        periods. The Company receives periodic distributions from these
        investments while maintaining the investment for the long-term.


        The Company has adopted the guidance on fair value option for financial
        assets and financial liabilities. This guidance allows the Company to
        elect to fair value certain financial assets and financial liabilities.
        The election is irrevocable and is made contract by contract. The
        Company has not elected to utilize fair value option for any of its
        eligible financial assets or financial liabilities.




4.      Investments and Investment Income


        Fixed Maturities and Equity Security Investments
        The amortized cost, estimated fair value, gross unrealized gains and
        gross unrealized losses of fixed maturities and equity securities
        classified as available-for-sale at December 31, 2009 and 2008 are as
        follows:


                                                                     December 31, 2009
                                          ----------------------------------------------------------------------
                                                                 Gross            Gross           Estimated
                                             Amortized         Unrealized       Unrealized           Fair
                                                Cost             Gains            Losses            Value
Fixed maturities
    U.S. government and agencies               $ 3,516,095         $ 20,070        $ 281,455        $ 3,254,710
    Corporate securities                         7,707,269          308,254          642,916          7,372,607
    Residential mortgage-backed
      securities                                 2,990,682          180,952           74,293          3,097,341
    Commerical mortgage-backed
      securities                                 1,758,406           17,680          420,981          1,355,105
    Asset backed securities                      4,958,375          118,026          295,788          4,780,613
    Other debt securities                        2,477,201           32,623          113,395          2,396,429
                                          -----------------  ---------------  ---------------  -----------------
        Total fixed maturities                  23,408,028          677,605        1,828,828         22,256,805
Equity securities                                  468,575           17,928           24,175            462,328
                                          -----------------  ---------------  ---------------  -----------------
        Total available-for-sale               $23,876,603        $ 695,533       $1,853,003        $22,719,133
                                          -----------------  ---------------  ---------------  -----------------



                                                                    December 31, 2008
                                          ----------------------------------------------------------------------
                                                                 Gross            Gross           Estimated
                                             Amortized         Unrealized       Unrealized           Fair
                                                Cost             Gains            Losses            Value
Fixed maturities
    U.S. Treasury and other U.S.
     Government corporations
     and agencies                              $ 3,937,261        $ 206,003         $ 57,411        $ 4,085,853
    Corporate securities                         8,244,486          111,253        1,489,118          6,866,621
    Mortgage-backed securities                  10,045,328          437,696        1,141,374          9,341,650
    Other debt securities                          115,050            1,254           10,044            106,260
                                          -----------------  ---------------  ---------------  -----------------
             Total fixed maturities             22,342,125          756,206        2,697,947         20,400,384
Equity securities                                  487,089            7,640          107,643            387,086
                                          -----------------  ---------------  ---------------  -----------------
             Total available-for-
              sale                             $22,829,214        $ 763,846       $2,805,590        $20,787,470
                                          -----------------  ---------------  ---------------  -----------------



        The following table shows the Company's gross unrealized losses and fair
        value on its available-for-sale securities, aggregated by investment
        category and length of time that individual securities have been in a
        continuous unrealized loss position.


                                                                 December 31, 2009
                           ----------------------------------------------------------------------------------------
                               Less than 12 months           12 months or more                   Total
                           ----------------------------  ---------------------------   ----------------------------
                               Fair        Unrealized        Fair       Unrealized         Fair        Unrealized
                              Value          Losses         Value         Losses          Value          Losses

Fixed maturities
   U.S. government and
     agencies                 1,944,502        140,052        463,671       141,403     $ 2,408,173      $ 281,455
   Corporate securities         609,100         34,394      3,221,176       608,522       3,830,276        642,916
   Residential mortgage-
     backed securities          371,533         50,065        189,245        24,228         560,778         74,293
   Commercial mortgage-
     backed securities           31,679          2,428      1,150,235       418,553       1,181,914        420,981
   Asset backed securities    1,442,584         54,538      1,260,694       241,250       2,703,278        295,788
   Other debt securities      1,205,209         47,817        524,237        65,578       1,729,446        113,395
                           -------------   ------------  -------------  ------------   -------------   ------------
          Total fixed
           maturities         5,604,607        329,294      6,809,258     1,499,534      12,413,865      1,828,828
Equity securities                25,775            213        189,218        23,962         214,993         24,175
                           -------------   ------------  -------------  ------------   -------------   ------------
          Total available-
           for-sale          $5,630,382      $ 329,507     $6,998,476   $ 1,523,496    $ 12,628,858    $ 1,853,003
                           -------------   ------------  -------------  ------------   -------------   ------------



                                                                December 31, 2008
                           ----------------------------------------------------------------------------------------
                               Less than 12 months           12 months or more                   Total
                           ----------------------------  ---------------------------   ----------------------------
                               Fair        Unrealized        Fair       Unrealized         Fair        Unrealized
                              Value          Losses         Value         Losses          Value          Losses

Fixed maturities
   US Treasury and other
    U.S. Government
    corporations and
    agencies                  $ 616,507      $  28,103      $ 294,690     $  29,308      $  911,197      $  57,411
   Corporate securities       2,113,083        474,514      3,209,972     1,014,604       5,323,055      1,489,118
   Mortgage-backed
    securities                1,994,476        323,106      1,618,594       818,268       3,613,070      1,141,374
   Other debt securities         37,566          2,589         42,214         7,455          79,780         10,044
                           -------------   ------------  -------------  ------------   -------------   ------------
          Total fixed
           maturities         4,761,632        828,312      5,165,470     1,869,635       9,927,102      2,697,947
Equity securities                52,359          9,190        189,218        98,453         241,577        107,643
                           -------------   ------------  -------------  ------------   -------------   ------------
          Total available-
           for-sale          $4,813,991      $ 837,502     $5,354,688   $ 1,968,088    $ 10,168,679    $ 2,805,590
                           -------------   ------------  -------------  ------------   -------------   ------------



        At December 31, 2009, the Company held approximately 4,749 positions in
        fixed income and equity securities. The above table, as of December 31,
        2009 includes 960 securities of 661 issuers. Approximately 79% of the
        unrealized losses on fixed maturities at December 31, 2009 were
        securities rated investment grade. Investment grade securities are
        defined as those securities rated AAA through BBB- by Standard & Poors.
        Approximately 21% of the unrealized losses on fixed maturities at
        December 31, 2009 were on securities rated below investment grade.
        Equity securities in the above table consist primarily of non-redeemable
        preferred stocks. These securities are reviewed for impairment in the
        same manner as the fixed income securities. At December 31, 2009, fixed
        income and equity securities in an unrealized loss position had fair
        value equal to approximately 87% of amortized cost. The following
        summarizes the unrealized losses by investment category as of December
        31, 2009.


        U.S Government and agencies: The unrealized losses on U. S Government
        and agencies are primarily due to the increases in market interest rates
        since the securities in an unrealized loss position were purchased by
        the Company. The Company does not intend to sell or believe it will be
        required to sell these securities prior to recovery of each security's
        amortized cost, therefore the securities in these categories are not
        considered other-than-temporarily impaired at December 31, 2009.


        Corporate: The largest unrealized losses in this category are in the
        financial services sector, primarily commercial banking. The unrealized
        losses in the banking sector are primarily due to a decrease in market
        liquidity, concerns regarding possible takeover of banking institutions
        by government agencies and concerns regarding the underlying credit
        quality of subprime mortgage loans and other commercial loans. These
        concerns are impacting foreign banks and large U.S national and regional
        banks. Other industry sectors with large unrealized losses include
        hospitality, gaming and insurance. The Company reviews its security
        positions with unrealized losses on an on-going basis and recognizes
        other-than-temporary impairments if evidence indicates a loss will be
        incurred. In all other cases, if the Company does not intend to sell or
        believe it will be required to sell these securities before recovery of
        each security's amortized cost, the security is not considered to be
        other-than-temporarily impaired.


        Residential mortgage-backed securities ("RMBS"): The unrealized losses
        on RMBS are concentrated in the non-agency sector and are primarily due
        to concerns regarding mortgage defaults on Alt-A and other risky
        mortgages. These concerns result in some illiquidity in the market and
        spread widening on those securities that are being traded. During 2009,
        there was an insignificant amount of new non-agency RMBS issuance and
        the secondary market for these securities was inactive. This illiquidity
        contributed to the depressed fair values of non-agency RMBS. The Company
        performs various stress tests on the cash flow projections for these
        securities and in situations where it is determined the projected cash
        flows cannot support the contractual amounts due the Company, an
        other-than-temporary impairment is recognized. In situations where the
        projected cash flows indicate the Company will receive the amounts it is
        contractually due and the Company does not intend or believe it will be
        required to sell these securities before recovery of its amortized cost,
        an other-than-temporary impairment is not recognized.


        Commercial mortgage-backed securities ("CMBS"): A substantial amount of
        the Company's unrealized losses at December 31, 2009 were in CMBS and
        are primarily attributable to illiquidity in that sector and concerns
        regarding the potential for future commercial mortgage defaults. There
        was very little trading occurring in the CMBS market during 2008 and
        2009 due to the wide spreads embedded in the bid prices and a lack of
        security holders willing to sell at these price levels. In addition,
        several market makers pulled back from trading these securities in 2008
        and 2009. The market activity has marginally improved for CMBS towards
        the end of 2009. The Company has reviewed payment performance,
        delinquency rates, credit enhancements within the security structures
        and monitored the credit ratings of all its CMBS holdings. The Company
        did recognize other-than-temporary impairments on CMBS during 2009 in
        situations where the projected cash flows indicated the Company would
        not receive all amounts contractually due from the securities. The
        Company has performed cash flow projection analyses on all of its other
        CMBS and in those situations where it appears the Company will receive
        all amounts contractually due and it does not intend or believe it will
        be required to sell these securities prior to recovery of amortized
        cost, an other-than-temporary impairment is not recognized.


        Asset-backed securities ("ABS"): The unrealized losses in the ABS
        category are primarily related to securities collateralized by home
        equity loans, automobile loans and other consumer finance loans. The
        unrealized losses are due to concerns regarding actual defaults by
        borrowers within the collateral pools. The Company stress tests the
        projected cash flows of its ABS and recognizes other-than-temporary
        impairments in situations where the testing indicates the Company will
        not receive all amounts contractually due from the securities. In those
        situations where it appears the Company will receive all amounts
        contractually due and it does not intend or believe it will be required
        to sell these securities prior to recovery of amortized cost, an
        other-than-temporary impairment is not recognized.


        Other debt obligations: This category primarily consists of municipal
        bonds, school district tax credit bonds and credit tenant loans. The
        unrealized losses in this category are the result of widening spreads in
        the municipal and tax credit bond markets. In addition, unrealized
        losses related to credit tenant loans are the result of concerns
        regarding the credit worthiness of the building tenants and illiquidity
        in this market sector. The Company monitors the creditworthiness of the
        obligors and recognizes other-than-temporary impairments in situations
        where it is determined the Company will not receive all amounts
        contractually due from the securities. In those situations where it
        appears the Company will receive all amounts contractually due and it
        does not intend or believe it will be required to sell these securities
        prior to recovery of amortized cost, an other-than-temporary impairment
        is not recognized.


        Equity securities: This category primarily consists of non-redeemable
        preferred stocks in the financial services sector. The unrealized losses
        are the result of concerns regarding the quality of the underlying
        assets within the financial institutions, primarily banking
        institutions. The Company has recognized other-than-temporary
        impairments in situations where the Company has determined it will not
        receive all amounts contractually due. In other situations the Company
        has determined it does not intend or believe it will be required to sell
        these securities prior to recovery of amortized cost and an
        other-than-temporary impairment has not been recognized.


        As a result of the Company's review of other-than-temporary impairments
        of investment securities, the Company took write-downs during 2009, 2008
        and 2007 as summarized in the following table:


                                                                      2009          2008          2007
General Description
Corporate securities                                                 $ 28,220      $ 51,853        $4,283
Residential mortgage-backed securities                                  3,986             -             -
Commercial mortgage-backed securities                                  37,570        11,142             -
Asset-backed securities                                                   165        16,176         2,506
Preferred stock                                                             -         8,233             -
Commercial mortgage loans                                               1,530             -           605
                                                                   -----------   -----------   -----------

Net impairment loss recognized in earnings                           $ 71,471      $ 87,404        $7,394
                                                                   -----------   -----------   -----------



                                                                      2009
General Description
Residential mortgage-backed securities                                     56
Commercial mortgage-backed securities                                   6,756
Asset-backed securities                                                 6,008
                                                                   -----------

Total OTTI losses in accumulated OCI                                 $ 12,820
                                                                   -----------


        The following chart is a rollforward of credit losses for the year ended
        December 31, 2009 on debt securities held by the Company for which a
        portion of an other-than-temporary impairment was recognized in other
        comprehensive income (loss):


                                                                      2009
                                                                   -----------
Balance, January 1, 2009                                              $ 1,237
Additions for newly impaired securities                                52,208
Additions for previously impaired securities                            1,417
Reductions for impaired securities sold                               (25,226)
                                                                   -----------

Balance, December 31, 2009                                           $ 29,636
                                                                   -----------


        The amortized cost and estimated fair value of available-for-sale fixed
        maturities at December 31, 2009 and 2008, by contractual maturity, are
        shown below. Expected maturities will differ from contractual maturities
        because borrowers may have the right to call or prepay obligations with
        or without call or prepayment penalties.



                                                                   2009                                   2008
                                                   -------------------------------------  ------------------------------------
                                                      Amortized           Estimated          Amortized          Estimated
                                                         Cost            Fair Value             Cost            Fair Value

Due in one year or less                                   $  98,940           $  94,482         $  118,375         $  110,912
Due after one year through five years                     1,591,569           1,570,708          1,452,782          1,261,673
Due after five years through ten years                    3,247,617           3,309,331          3,043,991          2,480,291
Due after ten years                                       9,523,683           8,747,613          7,681,649          7,205,858
Securities not due at a single maturity date
  (primarily mortgage-backed securities)                  8,946,219           8,534,671         10,045,328          9,341,650
                                                   -----------------  ------------------  -----------------  -----------------
             Total fixed maturities                     $23,408,028         $22,256,805        $22,342,125        $20,400,384
                                                   -----------------  ------------------  -----------------  -----------------



        Midland National is a member of the Federal Home Loan Bank of Des Moines
        ("FHLB"). In order to maintain its membership, the Company was required
        to purchase FHLB equity securities that collectively total $25,619 as of
        December 31, 2009 and 2008. These securities are included in equity
        securities and are carried at cost which approximates fair value. Resale
        of these securities is restricted only to FHLB. As a member of FHLB, the
        Company can borrow money, provided that FHLB's collateral and stock
        ownership requirements are met. The maximum amount a member can borrow
        is twenty times its FHLB investment. The interest rate and repayment
        terms differ depending on the type of advance and the term selected. At
        December 31, 2009 and 2008, the Company had an outstanding advance of
        $349,870 from FHLB (see Note 7).


        Investment Income and Investment Gains (Losses) Major categories of
        investment income reflected in the consolidated statements of income are
        summarized as follows:


                                                              2009              2008               2007

Gross investment income
    Fixed maturities                                       $1,134,910        $1,090,408         $ 980,599
    Equity securities                                          24,005            21,087            30,345
    Mortgage loans                                             13,591            17,853            18,370
    Policy loans                                               21,830            22,155            21,333
    Short-term investments                                      1,269            11,356            23,435
    Derivative instruments                                    (70,064)          (93,490)          118,670
    Other invested assets                                     (26,654)           12,281            74,583
                                                      ----------------  ----------------   ---------------
             Total gross investment income                  1,098,887         1,081,650         1,267,335
Less:  Investment expenses                                     39,279           115,210           131,697
                                                      ----------------  ----------------   ---------------
             Net investment income                         $1,059,608         $ 966,440        $1,135,638
                                                      ----------------  ----------------   ---------------


        Investment expenses primarily consist of investment advisor fees,
        interest expense on securities lending, interest on FHLB advances and
        interest related to derivative collateral liabilities.


        The major categories of realized investment gains (losses) reflected in
        the consolidated statements of income are summarized as follows:



                                                               2009              2008               2007

Fixed maturities                                             $ 176,244         $ 134,848         $  88,216
Equity securities                                              (19,902)          (17,472)          (10,195)
Mortgage loans                                                    (600)                -                45
Short-term investments                                            (915)              399             1,265
                                                       ----------------  ----------------   ---------------
             Net investment gains (losses)                   $ 154,827         $ 117,775         $  79,331
                                                       ----------------  ----------------   ---------------



        Included in realized investment gains (losses) on the fixed maturities
        in 2009, 2008 and 2007 are gains of $1,408, $6,771 and $1,560,
        respectively, related to recoveries from Enron, Inc. and WorldCom, Inc.
        The Company sold its investments in Enron, Inc. and WorldCom, Inc. in
        2001 and 2002 and recorded pre-tax losses of $45,951. The recoveries,
        which cumulatively total $18,886, are the result of a federal securities
        law class actions brought on behalf of Enron, Inc. and WorldCom, Inc.
        securities purchasers against various parties involved with Enron, Inc.
        and WorldCom, Inc.


        Proceeds from the sale of available-for-sale securities and the gross
        realized gains and losses on these sales (prior to gains (losses) ceded
        and excluding other-than-temporary impairments, maturities, calls, and
        prepayments) during 2009, 2008 and 2007 were as follows:


                                        2009                         2008                        2007
                          ------------------------------  -------------------------- ---------------------------
                               Fixed          Equity         Fixed        Equity         Fixed        Equity
                             Maturities     Securities    Maturities    Securities    Maturities    Securities

Proceeds from sales        $  6,155,856    $ 100,281     $ 7,203,254     $ 138,230    $ 8,029,528    $ 583,672
Gross realized gains            377,031        6,219         200,056         1,014         54,114        5,334
Gross realized (losses)        (215,126)     (26,122)        (68,395)      (18,485)       (54,065)     (15,325)



        Credit Risk Concentration
        The Company generally strives to maintain a diversified invested assets
        portfolio. Other than investments in U.S. Government or U.S. Government
        Agency or Authority, the Company had no investments which exceeded 10%
        of the Company's stockholder's equity at December 31, 2009.


        Other
        At December 31, 2009 and 2008, securities with reported values of $3,632
        and $3,756, respectively, were on deposit with regulatory authorities as
        required by law. These consist of fixed maturity securities reported in
        the consolidated balance sheets at fair value and have an amortized cost
        of $3,304 and $3,338, respectively.


        During 2009, the Company completed a re-securitization transaction by
        transferring non-agency RMBS securities with a book value of $309,888 to
        a special interest entity, which then transferred the securities to a
        non-affiliated Trust. The cash flows from the transferred securities
        will be used to service re-tranched and re-rated securities issued by
        the Trust. Upon completion of the re-securitization, the previous
        carrying amount of the transferred securities was allocated to the
        securities issued by the Trust. The Trust sold re-issued securities with
        an allocated book value of $77,553 to unaffiliated third parties for
        cash proceeds of $62,469. These proceeds were transferred to the Company
        along with the beneficial interests in the remaining re-securitized
        securities. The Company recognized a loss of $15,084 related to this
        transaction. The beneficial interests in the remaining securities issued
        by the Trust have been retained by the Company and have a carrying value
        equal to the prior carrying value of the transferred securities less the
        carrying value allocated to the re-securitized securities sold.



5.      Derivative Instruments and Hedging Activities

        The following table presents the notional amounts and fair value of
        derivative instruments:

                                                                       December 31, 2009
                                                           Notional
                                                            Amount            Assets          Liabilities
Derivatives not designated
  as hedging instruments:

Put options (1)                                               N/A                       3                 -
Interest rate swaps (1)                                       178,578               2,914             2,538
Credit default swaps - receive (1)                            243,625               5,509             8,389
Credit default swaps - pay (1)                                 56,000                   -            16,593
Floors (1)                                                    113,000               3,629                 -
Embedded derivatives in:
  Index life and annuity products (2)                         N/A                       -            26,158
  Index annuity products ceded (3)                            N/A                  (6,132)                -
  Index annuity funds withheld (3)                            N/A                  12,808                 -
  Hybrid instruments (4)                                      N/A                 357,239                 -
Futures (1)                                                 1,006,838             172,568                 -
Call options (1)                                            2,587,120             249,180                 -
Written options (1)                                           322,035                   -            23,159

Derivatives designated
  as hedging instruments:
Interest rate swaps - effective cash flow (1)                  23,810               1,282                 -
Interest rate swaps - effective fair value (1)                 18,450                   -               508



                                                                          December 31, 2008
                                                           Notional
                                                            Amount            Assets          Liabilities
Derivatives not designated
  as hedging instruments:

Put options (1)                                               N/A                     257                 -
Interest rate swaps (1)                                        76,181               8,199             1,771
Credit default swaps - receive (1)                            249,625               8,344             7,673
Credit default swaps - pay (1)                                 56,000                   -            36,863
Floors (1)                                                    113,000               8,194                 -
Embedded derivatives in:
  Index life and annuity products (2)                         N/A                       -          (416,478)
  Index annuity products ceded (3)                            N/A                (115,598)                -
  Index annuity funds withheld (3)                            N/A                  79,918                 -
  Hybrid instruments (4)                                      N/A                 397,731                 -
Futures (1)                                                   318,413              23,702                 -
Call Options (1)                                            3,100,615              55,195                 -
Written Options (1)                                                 -                   -                 -

Derivatives designated
  as hedging instruments:
Interest rate swaps - effective cash flow (1)                  23,810               3,525                 -
Interest rate swaps - effective fair value (1)                 23,450                   -               817

(1) Carried on the Company's balance sheets in derivative instruments
(2) Carried on the Company's balance sheets in policyholder account balances
(3) Carried on the Company's balance sheets in reinsurance receivables
(4) Carried on the Company's balance sheets in fixed maturities, available for sale, at fair value


        Index Options and Futures
        The Company uses various derivative instruments to manage its exposure
        to interest rate risk and to meet its policy guarantee obligations. The
        Company has index annuity and index universal life products that provide
        for a guaranteed base return and a higher potential return tied to
        several major equity market indexes. In order to fund these benefits,
        the Company purchases over-the-counter index options that compensate the
        Company for any appreciation over the strike price and offsets the
        corresponding increase in the policyholder obligation. The Company also
        enters futures contracts to compensate it for increases in the same
        indexes. The Company classifies these options and futures as derivative
        instruments. The Company amortizes the cost of the index options against
        investment income over the term of the option, which is typically one
        year. When the options mature, the value received by the Company is
        reflected as net investment income in the consolidated statements of
        income. The futures contracts have no initial cost and are marked to
        market daily. That daily mark-to-market is settled through the Company's
        variation margin accounts maintained with the counterparty. The Company
        reports the change in the difference between market value and amortized
        cost of index options and the change in the futures variation margin
        accounts as gain (loss) on derivatives.

        The fair value of the embedded options related to the policyholder
        obligations (liability values) is based upon current and expected index
        levels and returns as well as assumptions regarding general policyholder
        behavior, primarily lapses and withdrawals. These projected benefit
        values are discounted to the current date using an assumed interest rate
        consistent with the duration of the liability adjusted to reflect the
        Company's credit risk and additional provision for adverse deviation.
        This value is then compared to the carrying value of the liability to
        calculate any gain or loss that is reflected in the statements of income
        as a gain (loss) on derivatives.

        The Company has two coinsurance with funds withheld reinsurance
        agreements with an unaffiliated reinsurer. Under applicable guidance,
        the Company's reinsurance agreements contain embedded derivatives that
        require bifurcation due to credit risks the reinsurer is assuming that
        are not clearly and closely related to the creditworthiness of the
        Company. The embedded derivatives contained in the funds withheld
        liability have characteristics similar to a total return swap since the
        Company cedes the total return on a designated investment portfolio to
        the outside reinsurer. The reinsurer assumes the interest credited to
        the policyholders on the policies covered by the treaties, which
        interest is relatively fixed. The Company has developed models based on
        the expected cash flows of the ceded annuity business to estimate the
        fair value of the policy liabilities. The value of the derivative
        embedded in the funds withheld coinsurance agreements is equal to the
        difference between the fair value of the assets in the funds withheld
        portfolio and the fair value of the policy liabilities estimated from
        cash flow models. The value of the embedded derivative is reported in
        the consolidated balance sheets in reinsurance receivables. The net
        change in the reported value of the embedded derivatives is reported in
        net gain (loss) on derivatives in the consolidated statements of income.

        Cash Flow Hedges
        The Company has a number of investments which pay interest on a variable
        rate tied to a benchmark interest rate. The Company has entered into
        interest rate swaps that effectively convert the variable cash flows on
        specific fixed income securities to fixed over the life of the swaps.
        These swaps pay the Company fixed rates while the Company is obligated
        to pay variable rates based on the same benchmark interest rate as the
        hedged asset. The swaps are part of the Company's overall risk and
        asset-liability management strategy to reduce the volatility of cash
        flows and provide a better match to the characteristics of the Company's
        liabilities. These swaps are accounted for as cash-flow hedges and are
        reported at fair value in the consolidated balance sheets with the
        change in fair value reported as a component of other comprehensive
        income for the effective portion of the hedge. Periodic cash flow
        interest swap settlements and current period changes in the swap
        accruals are reported as a component of net investment income with the
        payable or receivable included in accrued investment income. The stated
        fair value of the applicable interest rate swaps excludes the current
        period accruals. The following table presents the impact of cash flow
        hedges on the consolidated financial statements before adjustments to
        intangibles and deferred income taxes.



          -------------------------------------------------------------------------------  ------------------------------
                                      Effective portion                                            Ineffective portion
          -------------------------------------------------------------------------------  ------------------------------
              Derivative in                              Income            Gain(Loss)
                Subtopic                                Statement         Reclassified
                 815-20          Gain (Loss)           Location of            from             Income
                Cash Flow          in Other            Gain (Loss)         Accumulated        Statement       Ineffective
                 Hedging        Comprehensive       reclassified from          OCI           Location of      Gain (Loss)
  Year        Relationships         Income           Accumulated OCI       into income       Gain (Loss)       in Income
--------- ------------------  -------------------  --------------------  ----------------  ----------------  ------------

                                                      Net realized                            Net gains
                Interest                               investment                             (losses)
  2009         rate swaps          ($2,243)          gains (losses)            $0          on derivatives          $0

                                                      Net realized                            Net gains
                Interest                               investment                             (losses)
  2008         rate swaps            $786            gains (losses)            $0          on derivatives          $0



        Fair Value Hedges
        The Company has entered into interest rate swap agreements that pay a
        variable rate of interest to the Company and the Company pays a fixed
        rate of interest to the counterparty. These swaps hedge the fair value
        of specific available-for-sale fixed income securities and are important
        components of the Company's asset-liability management. It is
        anticipated that changes in the fair values of the fixed income
        securities due to changes in interest rates will be offset by a
        corresponding opposite change in the fair values of the interest rate
        swaps. These swaps are considered effective hedges and are reported in
        the consolidated balance sheets at fair value with the changes in fair
        value of the swaps and hedged available-for-sale fixed income
        investments reported as components of net gains on derivatives in the
        consolidated statements of income. Periodic fair value interest swap
        settlements and current period changes in the swap accruals are reported
        as a component of net investment income with the payable or receivable
        included in accrued investment income. The stated fair value of the
        applicable interest rate swaps excludes the current period accruals. The
        following table presents the impact of fair value hedges on the
        consolidated statements of income.

                                                                                       Amount of Gain or (Loss)
          Derivative in Subtopic                 Location of Gain or (Loss)              Recognized in Income
            815-20 Fair Value                       Recognized in Income                    on Derivatives
          Hedging Relationships                        on Derivatives                  2009              2008
--------------------------------------------------------------------------------  ---------------  ------------------

           Interest rate swaps               Net gain/(loss) on derivatives            $309             ($531)

    Fixed rate fixed income securities       Net gain/(loss) on derivatives            $503            ($3,230)


        Other Derivatives
        The Company has also entered into interest rate floor, interest rate
        swap and credit default swap agreements to help manage its overall
        exposure to interest rate changes and credit events. These swaps do not
        hedge specific assets or liabilities and as such are not accounted for
        as effective hedges. Included in the non-hedge swaps are credit default
        swaps where the Company is a protection provider and a protection buyer.
        During 2008, the Company purchased interest rate floor agreements to
        protect itself against interest rates decreasing below its policy
        reserve guarantees. These swaps and floors are reported at fair value in
        the consolidated balance sheets and changes in the fair value are
        reported as a component of net gains (losses) on derivatives in the
        consolidated statements of income. Included in the non-hedge swaps is
        the ineffective portions of cash flow and fair value interest rate
        swaps. Periodic interest rate and credit default swap settlements and
        current period changes in the swap accruals for these non-hedge swaps
        are reported as a component of net investment income with the payable or
        receivable included in accrued investment income. The stated fair value
        of the applicable interest rate and credit default swaps excludes the
        current period accruals. The following table presents the impact of
        other derivatives on the consolidated statements of income.


                                                                                          Amount of Gain or (Loss)
          Derivative not designated                  Location of Gain or (Loss)             Recognized in Income
           as Hedging Instruments                       Recognized in Income                  on Derivative
            under Subtopic 815-20                           on Derivative                  2009             2008
------------------------------------------------------------------------------------- ---------------- ----------------

Interest rate swaps                                    Net investment income                   (4,685)             215
Interest rate swaps                                Net gain/(loss) on derivatives              (6,052)          13,940
Credit default swaps - receive                     Net gain/(loss) on derivatives              (4,542)          (1,599)
Credit default swaps - pay                         Net gain/(loss) on derivatives              20,271          (41,456)
Floors                                             Net gain/(loss) on derivatives              (4,565)           5,546
Embedded derivatives in:
  Index life and annuity products                  Net gain/(loss) on derivatives            (442,636)         363,680
  Index annuity products ceded                     Net gain/(loss) on derivatives             109,465         (110,609)
  Index annuity funds withheld                     Net gain/(loss) on derivatives             (67,110)         (68,588)
  Hybrid instruments                               Net gain/(loss) on derivatives             (40,492)          (2,869)
Futures                                            Net gain/(loss) on derivatives             118,925         (141,390)
Options                                                Net investment income                  (65,379)         (92,298)
Options                                            Net gain/(loss) on derivatives             158,845          (50,759)



        Collateral posted by counterparties at December 31, 2009 and 2008,
        applicable to derivative instruments was $199,861 and $16,180,
        respectively, and is reflected in the consolidated balance sheets in
        short-term investments. The obligation to repay the collateral is
        reflected in the consolidated balance sheets in repurchase agreements,
        other borrowings and collateral on derivatives. Collateral posted by the
        Company at December 31, 2009 and 2008 applicable to derivative
        instruments was $20,350 and $38,610, respectively, and is reflected in
        the consolidated balance sheets as other receivables.

        Hybrid Financial Instruments
        As of December 31, 2009 and 2008, the Company held eight securities with
        embedded derivatives and the Company has elected fair value measurement
        in accordance with the guidance. As such, any change in the fair value
        of the security is reported as gains (losses) on derivatives. The
        amortized cost and fair value of the Company's hybrid financial
        instruments at December 31, 2009 was $400,600 and $357,239 respectively.
        During 2009, the Company reported ($40,492) as gains (losses) on
        derivatives related to hybrid securities. At December 31, 2008, the
        amortized cost and fair value of the Company's hybrid securities was
        $400,600 and $397,731, respectively. The loss reported during 2008 was
        $2,869. The decision to elect fair value measurement is made on an
        instrument-by-instrument basis under the guidance. The Company will
        consider making an election of fair value measurement at the time of any
        future acquisitions of hybrid financial instruments.


6.      Noncontrolling Interests

        During 2008, the Company became a limited partner in a variable interest
        entity and the Company is considered the primary beneficiary. As such,
        the assets, liabilities and results of operations and cash flows of the
        variable interest entity have been consolidated in the accompanying
        consolidated financial statements. The variable interest entity,
        Guggenheim Partners Opportunistic Investment Grade Securities Fund, LLC
        (the "Fund"), is a private investment company that seeks to maximize
        total return by investing in a variety of fixed income sectors and
        assets. The Company holds a 50.9% interest in the Fund as of December
        31, 2009. North American holds a 25.5% interest in the Fund at December
        31, 2009. The general partner of the Fund is a related party, Guggenheim
        Partners Asset Management, Inc. The Fund reports unrealized gains and
        losses on investments as a component of net income; therefore the
        Company reports these unrealized gains and losses in the same manner.
        The amount of unrealized gain in 2009 and 2008 of $35,795 and $27,442,
        respectively is reported in the accompanying consolidated statements of
        income as net unrealized gain from variable interest entity. The other
        operations of the Fund are reported as components of net investment
        income and net realized investment gains. The income after taxes from
        the Fund in 2009 and 2008 was $135,003 and $17,328, of which $38,827 and
        $5,446 is allocated to the interests held by North American and $18,546
        and $991, respectively, is allocated to noncontrolling interests. At
        December 31, 2009 and 2008, the Fund had total assets of $1,444,376 and
        $372,647, respectively. Included in equity at December 31, 2009 and 2008
        is $504,190 and $133,837, respectively, of noncontrolling interests.


                                                                                   2009                2008

         Net income attributable to Midland National                             $  219,498          $  244,678
         Transfers (to) from the noncontrolling interest
         Decrease in Midland National's paid-in capital for
         additional capital contributions to the Fund                               (16,880)                  -
                                                                          ------------------  ------------------

         Change from net income attributable to Midland
         National and transfer (to) from noncontrolling interest                 $  202,618          $  244,678
                                                                          ------------------  ------------------



        The Company evaluates their investments in limited partnerships annually
        to determine if any are VIEs and would require consolidation into the
        Company's financial statements (refer to Note 1).


7.      Borrowings

        At December 31, 2009 and 2008, the Company has outstanding borrowings of
        $349,870 from the FHLB in accordance with the terms of its membership
        agreement. The purpose of the borrowings is to complement the Company's
        security lending program. The borrowings are reported as a component of
        repurchase agreements, other borrowings and collateral on derivatives.
        The borrowings outstanding at December 31, 2009 have maturity dates in
        March, July and November, 2010. The Company renewed the borrowings that
        matured in March 2010 for a borrowing that will mature on March 15, 2011
        at an interest rate of 0.53%. Interest expense incurred during 2009 and
        2008 was $4,594 and $5,044, respectively, and is reported as a component
        of net investment income. The fair value of this borrowing approximates
        its reported value due to its short maturity.


        In accordance with the FHLB membership agreement, the Company was
        required to purchase FHLB common stock. At December 31, 2009 and 2008
        the Company held $25,619 of FHLB common stock. In addition, the Company
        has posted agency MBS/CMO fixed income securities with fair values in
        excess of the amount of the borrowing as collateral.


8.      Property, Plant and Equipment


        The following summarizes property, plant and equipment:


                                                  Range of
                                                Useful Lives            2009              2008
Land                                                  -                $  3,029          $  3,029
Land improvements                                 20 years                  761               761
Buildings and improvements                        39 years               17,425            22,214
Leasehold improvements                            40 years                   20                67
Furniture and fixtures                            10 years                4,927             4,643
Computer equipment and software                 3 - 10 years             37,638            36,155
Other                                            3 - 5 years                 49                49
                                                                  --------------  ----------------
                                                                      $  63,849         $  66,918
Accumulated depreciation                                                (20,218)          (21,570)
                                                                  --------------  ----------------
                                                                      $  43,631         $  45,348
                                                                  --------------  ----------------



        Depreciation expense was $5,086 and $3,898 for the years ended December
        31, 2009 and 2008, respectively.


        Property, plant and equipment primarily consists of a home office
        building used for the Company's insurance operations in Sioux Falls,
        South Dakota. Construction commenced in 2007 and the facility was
        completed in late 2008 with occupancy in early 2009. During 2009 the
        former home office building, which is included in the 2008 reported
        balances above, was sold to a third-party for $3,050 for a realized loss
        of $118. Property, plant and equipment is reported in the consolidated
        balance sheets as a component of other receivables, other assets and
        property, plant and equipment.


9.      DAC, DSI and PVFP


        Policy acquisition costs of new and acquired business, deferred and
        amortized for the years ended December 31, 2009, 2008 and 2007 are as
        follows:



                                                          2009               2008               2007


DAC, beginning of year                                    $2,012,764         $1,422,862         $1,341,489
Commissions deferred                                         201,236            199,305            185,358
Underwriting and acquisition expenses deferred                41,655             39,864             42,299
Reduction due to reinsurance ceded                           (28,047)                 -                  -
Change in offset to unrealized losses                       (257,756)           527,048             85,062
Amortization related to operations                          (202,808)          (180,014)          (173,310)
Amortization related to realized (gains) losses                8,247            (14,440)           (26,891)
Amortization related to derivatives                           23,535             18,139            (31,145)
                                                       --------------   ----------------   ----------------
DAC, end of year                                          $1,798,826         $2,012,764         $1,422,862
                                                       --------------   ----------------   ----------------



        The composition of DSI for the years ended December 31, 2009, 2008 and
        2007 is summarized below:



                                                          2009               2008               2007

DSI, beginning of year                                     $ 764,191          $ 442,770          $ 414,545
Sales inducements costs deferred                              77,002             96,598             82,688
Reduction due to reinsurance ceded                            (2,423)                 -                  -
Change in offset to unrealized losses                       (152,077)           298,904             25,871
Amortization related to operations                           (72,939)           (60,326)           (53,727)
Amortization related realized (gains) losses                   3,552             (8,402)            (5,279)
Amortization related to derivatives                            9,141             (5,353)           (21,328)
                                                     ----------------  -----------------  -----------------
DSI, end of year                                           $ 626,447          $ 764,191          $ 442,770
                                                     ----------------  -----------------  -----------------



        The composition of the PVFP for the years ended December 31, 2009, 2008
        and 2007 is summarized below:



                                                        2009               2008               2007

PVFP, beginning of year                                  $  34,020          $  28,767          $  34,129
Change in offset to unrealized losses                       (7,678)             7,677                  -
Amortization                                                (4,575)            (2,424)            (5,362)
                                                    ---------------   ----------------   ----------------
PVFP, end of year                                        $  21,767          $  34,020          $  28,767
                                                    ---------------   ----------------   ----------------


10.     Reinsurance


        The Company is involved in both the cession and assumption of life and
        annuity reinsurance with other companies. Reinsurance premiums and
        claims ceded and assumed for the years ended December 31 are as follows:


                                          2009                           2008                       2007
                               ---------------------------   -------------------------  --------------------------
                                  Ceded           Assumed       Ceded         Assumed      Ceded          Assumed

Premiums and deposits
   on investment contracts      $  489,965        $ 1,001     $661,616         $  839    $750,611          $  787
Claims and investment
   contract withdrawals            198,117            256      192,187          1,576     165,611           4,155



        The Company generally reinsures the excess of each individual risk over
        $1,000 on ordinary life policies in order to spread its risk of loss.
        Certain other individual health contracts are reinsured on a
        policy-by-policy basis. The Company remains contingently liable for
        certain of the liabilities ceded in the event the reinsurers are unable
        to meet their obligations under the reinsurance agreements. To limit the
        possibility of such losses, the Company evaluates the financial
        condition of its reinsurers and monitors its concentration of credit
        risk. The Company generally only reinsures with companies rated "A" or
        better by A.M. Best. The Company monitors these ratings on an on-going
        basis as it is at risk that a reinsurer may be downgraded after an
        agreement has been entered.


        In addition to the risk reinsurance described above, the Company is also
        party to two funds withheld coinsurance agreements with a third-party
        reinsurer. These are indemnity agreements that cover 50% of
        substantially all policies issued from January 1, 2002 through March 31,
        2005 and since March 1, 2008 and 60% of substantially all policies
        issued from April 1, 2005 through February 29, 2008 of specific annuity
        plans. In these agreements, the Company agrees to withhold, on behalf of
        the assuming company, assets equal to the statutory reserves associated
        with these policies. The Company has netted the funds withheld liability
        of $3,866,131 and $3,602,226 against the reserve credits of $4,438,585
        and $4,270,520 in reinsurance receivables in the December 31, 2009 and
        2008 consolidated balance sheets, respectively.


        The Company is also a party to a coinsurance agreement with an
        affiliated reinsurer. This is an indemnity agreement that covers 100% of
        all policies issued from January 1, 2008 through September 30, 2009 of
        specific annuity plans. The effective date of the agreement was October
        1, 2009, at which time the Company transferred assets of $552,810, which
        are equal to the statutory reserves associated with these policies. The
        Company also received a ceding allowance of $6,565 as of the effective
        date of the agreement. The account values ceded as of the effective date
        were $576,715. The difference between the account values ceded, the
        assets transferred and the ceding allowance received resulted in a
        reduction of deferred acquisition costs of $28,047 and a reduction of
        deferred sales inducements of $2,423. Reserve credits of $577,852
        associated with this agreement are reported in reinsurance receivables
        in the December 31, 2009 consolidated balance sheet.


        Premiums, interest sensitive life and investment product charges, and
        benefits incurred are stated net of the amounts of premiums and claims
        assumed and ceded. Policyholder account balances, policy benefit
        reserves, and policy claims and benefits payable are reported gross of
        the related reinsurance receivables. These receivables are recognized in
        a manner consistent with the liabilities related to the underlying
        reinsured contracts.


11.     Accumulated Other Comprehensive Income (Loss)


        The components of accumulated other comprehensive loss are as follows:


                                                                       2009               2008

Net unrealized gain (loss) - available-for-sale securities           $ (1,175,131)      $ (2,060,259)
Net unrealized gain (loss) - derivative instruments                         1,282              3,525
Net unrealized gain (loss) - noncredit component of impairment
      losses on available-for-sale securities                             (12,820)                 -
Intangibles                                                               455,301            864,200
Pension
      Unrecognized actuarial net losses                                   (12,032)            (8,603)
Post-retirement
      Unrecognized actuarial net losses                                    (1,996)            (1,434)
      Unrecognized prior service cost                                       1,164               (368)
Deferred income taxes                                                     260,481            421,029
                                                                   ---------------  -----------------

      Accumulated other comprehensive loss                             $ (483,751)        $ (781,910)
                                                                   ---------------  -----------------


        The following table sets forth the changes in each component of
        accumulated other comprehensive loss.




                                                                               2009            2008          2007

Net unrealized loss available-for-sale securities                            $ 971,529    $ (1,892,001)   $ (147,158)
Reclassification adjustment for (gains) losses released
      into income                                                              (86,401)        (29,971)      (71,232)
Net unrealized gain (loss) - derivatives                                        (2,243)            786         3,868
Net unrealized gain (loss) - noncredit component of impairment
      losses on available-for-sale securities                                  (12,820)              -             -
Impact of intangibles                                                         (408,899)        805,342       110,933
Additional pension liability
      Amortization of net gain in net periodic benefit expense                     346             224           164
      Net (loss) gain recognized in accrued benefit costs                       (3,775)         (3,820)        2,000
Additional post-retirement liability:
      SFAS No. 158 adoption adjustment                                               -               -        (3,750)
      Amortization of net gain (loss) in net periodic benefit expense               29             (32)            -
      Amortization of prior service costs                                           75              75             -
      Net (loss) gain recognized in accrued benefit costs                         (592)          2,517             -
      Prior service costs arising in current year                                1,458            (612)            -
Deferred income taxes                                                         (160,548)        391,122        36,812
                                                                          -------------  --------------  ------------
      Net other comprehensive gain (loss)                                    $ 298,159      $ (726,370)    $ (68,363)
                                                                          -------------  --------------  ------------




        The unrealized investment gain (loss) on available-for-sale securities
        and derivative instruments is adjusted by intangibles and deferred
        income taxes, which adjustments are included in the statements of
        stockholder's equity.


12.     Income Taxes


        The significant components of the provision for income taxes are as follows:


                                                   2009          2008           2007

Current                                            $ 120,089     $ 117,853      $  86,009
Deferred                                             (17,781)       21,143         48,077
                                                 ------------  ------------  -------------
          Total federal income tax expense         $ 102,308     $ 138,996      $ 134,086
                                                 ------------  ------------  -------------


        The components of the federal income tax asset are as follows:


                                                            2009               2008

Net deferred income tax asset                                $ 356,404          $ 502,966
Income taxes currently (payable) receivable                     53,870            (32,339)
                                                      -----------------  -----------------
              Total income tax asset                         $ 410,274          $ 470,627
                                                      -----------------  -----------------



        The difference between the provision for income taxes attributable to
        income before income taxes and the amounts that would be expected using
        the U.S. Federal statutory income tax rate of 35% in 2009, 2008 and 2007
        are as follows:



                                                   2009           2008           2007

At statutory federal income tax rate             $ 104,735      $ 136,538      $ 136,312
Dividends received deductions                         (497)          (997)        (1,551)
Tax credits                                         (4,585)             -              -
Other, net                                           2,655          3,455           (675)
                                              -------------  -------------  -------------
              Total income tax expense           $ 102,308      $ 138,996      $ 134,086
                                              -------------  -------------  -------------


        The tax effects of temporary differences that give rise to significant
        portions of the deferred income tax assets and deferred income tax
        liabilities at December 31, 2009 and 2008 are as follows:


                                                                           2009           2008

Deferred income tax assets
    Policy liabilities and reserves                                         $ 720,554      $ 555,160
    Investments                                                               356,191        734,086
    Other, net                                                                  1,101         65,137
                                                                        --------------  -------------
              Total deferred income tax assets                              1,077,846      1,354,383
                                                                        --------------  -------------
Deferred income tax liabilities
    Present value of future profits of acquired business                       (7,618)        (9,220)
    Deferred policy acquisition costs and deferred sales inducements         (713,824)      (842,197)
                                                                        --------------  -------------
              Total deferred income tax liabilities                          (721,442)      (851,417)
                                                                        --------------  -------------
              Net deferred income tax asset                                 $ 356,404      $ 502,966
                                                                        --------------  -------------

        In assessing the realizability of deferred tax assets, management
        considers whether it is more likely than not, that some portion or all
        of the deferred tax assets will not be realized. Based on management's
        analysis of the realization of deferred tax assets, it is management's
        opinion that the Company will have sufficient future taxable income to
        realize all of the deferred tax assets at December 31, 2009, and no
        valuation allowance is necessary.


        The FASB issued guidance which clarified the accounting for uncertainty
        in income taxes in an entity's financial statements and provides
        thresholds for recognizing and measuring benefits of a tax position
        taken or expected to be taken in a tax return.


        The Company adopted the clarifying guidance as of January 1, 2007 and
        the Company's subsidiary, SFG Reinsurance Company adopted as of January
        1, 2009. Consequently, the Company recognizes tax benefits only on tax
        positions where it is "more likely than not" to prevail. There was no
        effect on the Company's financial statements from adopting the
        clarifying guidance.


        The Company anticipates it is reasonably possible that the unrecognized
        benefits will decrease in the range of $2,235 to $6,432 by the end of
        2010 primarily related to uncertainty regarding the treatment of
        dividend deductions. The Company recognizes interest and/or penalties as
        a component of tax expense. The Company had approximately $819 and $489
        of accrued interest and penalties at December 31, 2009 and 2008,
        respectively.


        In 2009, the Internal Revenue Service (IRS) completed an examination of
        the Company's income tax returns for 2004 through 2006, with no material
        adjustments. The IRS has commenced an examination of the Company's
        income tax returns for 2007 through 2008. The examination was in
        progress at December 31, 2009.


        Under guidance for uncertainty in income taxes, Midland National is
        considered a public entity, but its subsidiary is considered a
        non-public entity. As required under guidance for public entities, a
        reconciliation of the beginning and ending amounts of unrecognized tax
        benefits is as follows:


                                                                                  2009

         Balance at January 1                                                   $  7,975
         Additions based on tax positions related to the current year                358
         Reductions based on tax positions related to the prior years             (1,024)
         Additions based on tax positions related to prior years                   1,223
         Settlements/Statute expiration                                                -
                                                                             ------------
         Balance at December 31                                                 $  8,532
                                                                             ------------



13.     Statutory Financial Data and Dividend Restrictions


        The Company is domiciled in Iowa and its statutory-basis financial
        statements are prepared in accordance with accounting practices
        prescribed or permitted by the insurance department of the domiciliary
        state. "Prescribed" statutory accounting practices include state laws,
        regulations, and general administrative rules, as well as a variety of
        publications of the National Association of Insurance Commissioners
        ("NAIC"). "Permitted" statutory accounting practices encompass all
        accounting practices that are not prescribed. Such practices differ from
        state to state and company to company.


        There were no permitted practices used by the Company in 2009; however,
        prescribed practices used by the Company in 2009 include the following:


        1.      In 2006 Iowa issued a prescribed practice that allows other than
                market value for assets held in separate accounts where general
                account guarantees are present on such separate accounts. As a
                result, the Company carries the assets of the separate accounts
                related to its bank owned life insurance products at book value.

        2.      In 2008 Iowa issued a prescribed practice to account for call
                option derivative assets that hedge the growth in interest
                credited to the hedged policy as a direct result of changes in
                the related indices at amortized cost. The prescribed practice
                also provides guidance to determine indexed annuity reserve
                calculations based on the Guideline 35 Reserve assuming the
                market value of the call option(s) associated with the current
                index term is zero, regardless of the observable market for such
                option(s). At the conclusion of the index term, credited
                interest is reflected in the reserve as realized, based on
                actual index performance. The Company adopted this prescribed
                practice in 2008.


        The combined effect of applying these prescribed practices in 2009
        increased the Company's statutory-based surplus by $117,179. The
        risk-based capital excluding the effect of these prescribed practices
        would not have resulted in a regulatory trigger event.


        Generally, the net assets of an Iowa domiciled insurance company
        available for distribution to its stockholders are limited to the
        amounts by which the net assets, as determined in accordance with
        statutory accounting practices, exceed minimum regulatory statutory
        capital requirements. All payments of dividends or other distributions
        to stockholders are subject to approval by regulatory authorities. The
        maximum amount of dividends that can be paid by the Company during any
        12-month period, without prior approval of the Iowa insurance
        commissioner, is limited according to statutory regulations and is a
        function of statutory equity and statutory net income (generally, the
        greater of statutory-basis net gain from operations or 10% of prior
        year-end statutory-basis surplus). The Company paid dividends of
        $51,617, $46,740 and $43,345 in 2009, 2008 and 2007, respectively.
        Dividends payable in 2010 up to approximately $139,186 will not require
        prior approval of regulatory authorities.


        The statutory net income of the Company for the years ended December 31,
        2009, 2008 and 2007, is approximately ($31,000), $111,000 and $112,000,
        respectively, and reported capital and surplus at December 31, 2009,
        2008 and 2007, is approximately $1,392,000, $1,240,000 and $1,109,000,
        respectively, in accordance with statutory accounting principles.


14.     Operating Leases


        The Company leases certain equipment and office space. Rental expense on
        operating leases of approximately $3,749, $3,948, and $4,052, were
        incurred in 2009, 2008, and 2007, respectively. Approximate future
        minimum lease payments under non-cancellable leases at December 31,
        2009, are as follows:


         Year ending December 31,
         2010                                           $  2,407
         2011                                              2,794
         2012                                              2,797
         2013                                              2,772
         2014                                              2,613
         Thereafter                                       10,675
                                                  ---------------
                                                        $ 24,058
                                                  ---------------



15.     Employee Benefits Plans


        The Company participates in noncontributory defined benefit pension plan
        sponsored by SEI that covers certain full-time employees. Effective
        December 31, 2004, the plan sponsor approved a plan amendment to freeze
        the participants' accounts of the noncontributory defined benefit
        pension plan, which had the effect of establishing each participant's
        earned accrued benefit as of December 31, 2004. In addition, the
        participants' benefits shall be payable pursuant to the terms of the
        Plan to the extent each participant is or becomes 100% vested in such
        accrued benefits.


        In addition, the Company provides certain postretirement health care and
        life insurance benefits for eligible active and retired employees
        through health and welfare benefit plans.


        The following tables summarize the benefit obligations, the funded
        status and other additional information related to these plans as of
        December 31, 2009 and 2008. The pension benefit amounts reflect an
        allocation of the Company's portion of the SEI plan:


                                                         Pension Benefits             Other Benefits
                                                       ------------------------  -------------------------
                                                        2009          2008          2009         2008
Obligation and funded status
Accumulated benefit obligation at December 31           $ 37,700      $ 32,884      $ 13,456     $ 13,319
Fair value of plan assets at December 31                  30,490        29,148             -            -
                                                       ---------- -------------  ------------ ------------
Funded status at December 31                             $(7,210)      $(3,736)     $(13,456)    $(13,319)
                                                       ---------- -------------  ------------ ------------
Accrued benefit liability recognized
 in financial statements                                 $(7,210)      $(3,736)     $(13,456)    $(13,319)
                                                       ---------- -------------  ------------ ------------

Changes in liability for benefits recognized in
 accumulated other comprehensive income (loss)
Beginning balance                                        $(8,603)      $(5,007)      $(1,802)     $(3,750)
Net gain amortized into net periodic benefit costs           346           224           104           43
Net gain (loss) arising during the period                 (3,775)       (3,820)          866        1,905
                                                       ---------- -------------  ------------ ------------
Balance at December 31                                  $(12,032)      $(8,603)       $ (832)     $(1,802)
                                                       ---------- -------------  ------------ ------------

Changes in deferred taxes recognized in
 accumulated other comprehensive income (loss)           $ 1,200       $ 1,259        $  340       $ (682)
                                                       ---------- -------------  ------------ ------------



                                                   Pension Benefits                  Other Benefits
                                         ----------------------------------  -----------------------------
                                           2009        2008       2007          2009      2008       2007
Additional information
Net periodic benefit (income) costs       $  45      $ (208)    $ (426)      $ 1,438   $ 1,286    $ 1,778
Employer contributions                        -           -      1,231           331       509        397
Employee contributions                        -           -          -           122       113        106
Benefit payments                            363         529        444           453       622        503

Actuarial assumptions
Weighted-average assumptions, used to
determine benefit obligations as of
December 31
    Discount rate                          5.88%      6.25%       6.25%        5.50%      6.25%      6.25%
    Rate of compensation increase           N/A        N/A         N/A         4.25%      4.25%         -

Weighted-average assumptions used
 to determine net costs
 as of December 31
    Discount rate                          5.88%      6.25%       5.75%        5.50%      6.25%      5.75%
    Expected return on plan assets         7.00%      7.50%       7.50%           -          -          -
    Rate of compensation increase           N/A        N/A         N/A         4.25%      4.25%         -



        For measurement purposes, a 9.0% annual rate of increase in the per
        capita cost of covered health care benefits was assumed for 2009. The
        rate was assumed to decrease gradually to 4.5% in 2014, and remain at
        that level thereafter.


        The measurement date for the plans was December 31, 2009.


        For 2009, the weighted average expected long-term rate of return on
        assets was 7.0%. In developing this assumption, the plan sponsor
        evaluated input from its third party pension plan asset managers,
        including their review of asset class return expectations and long-term
        inflation assumptions. The plan sponsor also considered its historical
        average return, which was in line with the expected long-term rate of
        return assumption for 2009.


        The defined benefit pension plan asset allocation as of the measurement
        date and target asset allocation, presented as a percentage of total
        plan assets, were as follows:


                                                       2009
                                                      Target       2009         2008

Fixed income, multi-strategy and other securities          60%         63%         65%
Equity securities                                          35%         34%         29%
Other, including cash                                       5%          3%          6%
                                                      ---------  ----------   ---------

              Total                                       100%        100%        100%
                                                      ---------  ----------   ---------



        It is the plan sponsor's policy to invest pension plan assets in a
        diversified portfolio consisting of an array of assets matching the
        target asset allocations above. The investment risk of the assets is
        limited by appropriate diversification both within and between asset
        classes. The assets are managed with a view to ensuring that sufficient
        liquidity will be available to meet the expected cash flow requirements
        of the plan.


        The fair value of plan assets are invested in cash and cash equivalents,
        fixed income securities and equity securities. As discussed in Note 3
        above, the Fair Value approach establishes a fair value hierarchy which
        prioritizes inputs to valuation techniques used to measure fair value.
        The term inputs refers broadly to the assumptions that market
        participants would use in pricing an asset. The following is a
        description of the valuations methodologies used for instruments
        measured at fair value, including the general classification of such
        instruments pursuant to the valuation hierarchy.


        Cash and Cash Equivalents


        These investments are mutual funds valued using the Net Asset Value
        (NAV) provided by the administrator of the fund. The NAV is based on the
        value of the underlying assets owned by the fund, minus its liabilities,
        and then divided by the number of shares outstanding. The NAV is a
        quoted price in an active market and classified within Level 1 of the
        valuation hierarchy.


        U.S. Government and Federal Agency Obligations


        The fair value of U.S. government bonds is generally based on quoted
        prices in active markets. When quoted prices are not available, fair
        value is determined based on a valuation model that uses inputs that
        include interest-rate yield curves, cross-currency-basis index spreads,
        and country specific credit spreads similar to the bond in terms of
        issuer, maturity and seniority. These investments are classified within
        Level 2 of the valuation hierarchy.


        Corporate Debt Instruments


        The fair value of corporate bonds is estimated using recently executed
        transactions, market price quotations (where observable), bond spreads
        or credit default swap spreads. The spread data used are for the same
        maturity as the bond. If the spread data does not reference the issuer,
        then data that references a comparable issuer is used. When observable
        price quotations are not available, fair value is determined based on
        cash flow models with yield curves, bond. These investments are
        classified within Level 2 of the valuation hierarchy.


        Foreign Debt Obligations


        The fair value of foreign government bonds is generally based on quoted
        prices in active markets. When quoted prices are not available, fair
        value is determined based on a valuation model that uses inputs that
        include interest-rate yield curves, cross-currency-basis index spreads,
        and country specific credit spreads similar to the bond in terms of
        issuer, maturity and seniority. These investments are classified within
        Level 2 of the valuation hierarchy.


        Common Stocks, Rights and Warrants


        The fair value for these investments is based on quoted market prices
        for identical assets and liabilities. These investments are classified
        within Level 1 of the valuation hierarchy.


        Foreign Equities and Multi-Strategy Funds


        Foreign equity and multi-strategy funds are typically valued utilizing
        the net asset valuations provided by the underlying private investment
        companies and/or their administrators. Fund management considers
        subscription and redemption rights, including any restrictions on the
        disposition of the interest in its determination of fair value. These
        investments are classified within level 3 of the valuation hierarchy.


        Below are the Plan's financial instruments carried at fair value on a
        recurring basis by the fair value hierarchy levels disclosed above:


                                                                            December 31, 2009
                                                 ------------------------------------------------------------------------
                                                    Quoted prices       Significant
                                                      In active            other         Significant
                                                     markets for        observable       unobservable
                                                  identical assets        inputs            inputs
                                                      (Level 1)          (Level 2)        (Level 3)            Total
Assets
Cash & cash equivalents                                       $ 1,256              $ -               $ -          $ 1,256
U.S. government & federal agency obligations                        -            5,015                 -            5,015
Corporate debt instruments                                          -            7,677                 -            7,677
Foreign debt obligations                                            -              775                 -              775
Common stocks, rights and warrants                                  8                -                 -               8
Foreign equities and multi-strategy funds                           -                -            15,759           15,759
                                                 ---------------------  ---------------  ----------------  --------------

                                                              $ 1,264         $ 13,467          $ 15,759         $ 30,490
                                                 ---------------------  ---------------  ----------------  --------------




                                                                                December 31, 2008
                                                 ------------------------------------------------------------------------
                                                    Quoted prices       Significant
                                                      In active            other         Significant
                                                     markets for        observable       unobservable
                                                  identical assets        inputs            inputs
                                                      (Level 1)          (Level 2)        (Level 3)         Total
Assets
Cash & cash equivalents                                       $ 1,958            $ 642               $ -         $ 2,600
U.S. government & federal agency obligations                        -            8,963                 -           8,963
Corporate debt instruments                                          -            2,549                 -           2,549
Foreign debt obligations                                            -              251                 -             251
Common stocks, rights and warrants                                  8                -                 -               8
Foreign equities and multi-strategy funds                           -                -            14,777          14,777
                                                 ---------------------  ---------------  ----------------  --------------

                                                              $ 1,966         $ 12,405          $ 14,777        $ 29,148
                                                 ---------------------  ---------------  ----------------  --------------



        The table below sets forth a summary of changes in the fair value of the
        Plan's level 3 investment assets and liabilities for the year ended
        December 31, 2009:


                                                                             December 31, 2009
                                             ----------------------------------------------------------------------------
                                                                                             Sales, issuances,
                                             Beginning       Realized       Unrealized          maturities,      Ending
                                               fair            gains          gains             settlements,      fair
                                               value         (losses)        (losses)            calls, net      value

Foreign equities and multi-strategy funds           14,777        (1,620)            5,325          (2,723)        15,759
                                             --------------  ------------  ----------------  --------------   ------------

Total                                             $ 14,777      $ (1,620)          $ 5,325        $ (2,723)      $ 15,759
                                             --------------  ------------  ----------------  --------------   ------------




                                                                             December 31, 2008
                                             ----------------------------------------------------------------------------
                                                                                             Sales, issuances,
                                             Beginning       Realized       Unrealized          maturities,      Ending
                                               fair            gains          gains             settlements,      fair
                                               value         (losses)        (losses)            calls, net      value

Foreign equities and multi-strategy funds           22,408            89            (5,371)         (2,349)        14,777
                                             --------------  ------------  ----------------  --------------   ------------

Total                                             $ 22,408          $ 89          $ (5,371)       $ (2,349)      $ 14,777
                                             --------------  ------------  ----------------  --------------   ------------



        The Company expects to contribute $0 to the pension plan in 2010.


        The following estimated future benefit payments, which reflect expected
        future service, as appropriate, are expected to be paid in the years
        indicated:


                                              Pension          Other
                                             Benefits         Benefits

Year ending December 31,
2009                                          $  669          $  711
2010                                             795             788
2011                                             945             831
2012                                           1,116             835
2013                                           1,280             887
2014-2018                                      8,616           4,856


        The Company also participates in a noncontributory Employee Stock
        Ownership Plan ("ESOP"), which is qualified as a stock bonus plan. All
        employees are eligible to participate in this plan upon satisfying
        eligibility requirements. The ESOP is sponsored by SEI. Each year the
        Company makes a contribution to the ESOP as determined by the Board of
        SEI. The contributions to the ESOP for 2009, 2008 and 2007 were $8,978,
        $8,187 and $6,119, respectively. The expense for 2009, 2008 and 2007 was
        $10,838, $9,064 and $8,397, respectively. All contributions to the ESOP
        are held in trust.


        Impact of Medicare Modernization Act on Postretirement Benefits
        The Company follows the guidance on accounting for the effects of the
        Medicare Prescription Drug, Improvement and Modernization Act of 2003
        (the "Modernization Act"). The Modernization Act provides, among other
        things, a federal subsidy to plan sponsors who maintain postretirement
        health care plans that provide prescription drug benefits and meet
        certain equivalency criteria.


        The Company has determined that, for the majority of the plan
        participants, the drug benefits provided by its existing postretirement
        health plan are actuarially equivalent to the new Medicare benefit, and
        as a result the Company is eligible for the government subsidy.
        Accordingly, the plan's accumulated postretirement benefit obligation
        was reduced upon the adoption of this new guidance in 2005. This
        reduction was treated as a deferred experience gain, which will be
        amortized as a reduction of net periodic postretirement cost over the
        average remaining service period of participating employees expected to
        receive benefits under the plan. For the year ended December 31, 2009
        and 2008, the gains produced by recognition of the Modernization Act
        reduced net periodic postretirement cost by approximately $248 and $336,
        respectively.


16.     Other Related Party Transactions

        The Company pays fees to SEI under management contracts that cover
        certain investment, accounting, employee benefits and management
        services. The Company was charged $10,626, $13,346 and $12,034 in 2009,
        2008 and 2007, respectively, related to these contracts.

        The Company pays investment management fees to an affiliate, The
        Guggenheim Partners Asset Management Inc. The Company was charged
        $16,750, $21,209 and $19,900 in 2009, 2008 and 2007, respectively. The
        fee is calculated based on the average fair value of invested assets
        under management times a contractual rate.

        The Company provided certain administrative services to North American
        for which it was reimbursed $17,373, $14,151, and $11,121 in 2009, 2008
        and 2007, respectively, for the costs incurred to render such services.

        The Company pays sales commissions to Sammons Securities, Inc. ("SSI"),
        a broker-dealer company, associated with the variable life and annuity
        premiums placed with the Company's separate account funds and other
        fixed annuity product sales. The Company incurred commissions of
        approximately $659, $891 and $1,338 in 2009, 2008 and 2007,
        respectively, related to SSI sales.

        The Company holds a mortgage loan on the property of an indirect
        affiliate, The Grove Park Inn. The balance of the loan was $50,000 and
        $28,176 as of December 31, 2009 and 2008, respectively. Effective
        December 15, 2009, the Company combined the existing mortgage loan with
        another Grove Park Inn loan that had previously been held by another
        entity of SEI, resulting in the current outstanding balance of $50,000.
        The Company earned interest income on the loan of $1,715, $1,887 and
        $1,971 in 2009, 2008 and 2007, respectively.

        The Company receives fees from its affiliate, GLAC, under a service
        contract that became effective December 21, 2009 which covers specified
        accounting and financial reporting services. The amount due under this
        agreement from inception to the end of 2009 was immaterial.

17.     Commitments and Contingencies

        The Company has, in the normal course of business, claims and lawsuits
        filed against it. In some cases the damages sought are substantially in
        excess of contractual policy benefits. The Company believes these claims
        and lawsuits, either individually or in aggregate, will not materially
        affect the Company's financial position or results of operations.

        At December 31, 2009, the Company had outstanding capital commitments to
        limited partnerships of $128,408.

        The Company makes funding commitments to various private placement bond
        issuers. As of December 31, 2009, the Company had $59,685 of outstanding
        private placement bond funding commitments.

        Under insurance guaranty fund laws, in most states insurance companies
        doing business therein can be assessed up to prescribed limits for
        policyholder losses incurred by insolvent companies. The Company does
        not believe such assessments will be materially different from amounts
        already provided for in the financial statements. Most of these laws do
        provide, however, that an assessment may be excused or deferred if it
        would threaten an insurer's own financial strength.

Midland National Life
Insurance Company
Separate Account A
Financial Statements
December 31, 2009 and 2008



Midland National Life Insurance Company
Separate Account A
Index
-----------------------------------------------------------------------------------------


                                                                                  Page(s)


Report of Independent Registered Public Accounting Firm.................................1


Financial Statements


Statements of Assets and Liabilities, Operations and Changes in Net Assets...........2-69


Notes to Financial Statements.......................................................70-84









PricewaterhouseCoopers LLP
100 E. Wisconsin Ave., Suite 1800
Milwaukee WI 53202
Telephone (414) 212 1600
Facsimile (414) 212 1880





                                Report of Independent Registered Public Accounting Firm



The Board of Directors and Stockholder of
Midland National Life Insurance Company and
Policyholders of the Midland National Life
Insurance Company Separate Account A



In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations, changes in net assets, and the financial
highlights present fairly, in all material respects, the financial position of
the subaccounts of the Midland National Life Insurance Company Separate Account
A (which includes the Fidelity Variable Insurance Products Fund I, the Fidelity
Variable Insurance Products Fund II, the Fidelity Variable Insurance Products
Fund III, the American Century Variable Portfolios, Inc., the MFS Variable
Insurance Trust, the Lord Abbett Series Fund, Inc., the Alger American Fund, the
AIM Variable Insurance Funds, the Van Eck Worldwide Insurance Trust, the PIMCO
Variable Insurance Trust, the Goldman Sachs Variable Insurance Trust, the
Neuberger Berman Advisors Management Trust, the Premier VIT, the ProFunds VP,
and the Vanguard Variable Insurance Funds subaccounts thereof) at December 31,
2009, and the results of each of their operations for the year then ended, the
changes in each of their net assets for each of the two years in the period then
ended and the financial highlights for each of the five years in the period then
ended, in conformity with accounting principles generally accepted in the United
States of America. These financial statements and financial highlights are the
responsibility of Midland National Life Insurance Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of the number of shares owned as of December
31, 2009 by correspondence with the custodians, provide a reasonable basis for
our opinion.





April 21, 2010




Midland National Life Insurance Company
Separate Account A
Accumulated Total for All Portfolios
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                              $ 8,374,930
     (cost $424,539,987)                  $ 437,182,035         Capital gains distributions                    2,467,316
                                                                                                        -----------------

Liabilities                                           -                                                       10,842,246
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                $ 437,182,035         Administrative expense                            67,919
                                         ---------------
                                                                Mortality and expense risk                     3,043,895
                                                                                                        -----------------

                                                                                                               3,111,814
                                                                                                        -----------------

                                                             Net investment income                             7,730,432

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments             (91,696,922)
                                                              Net unrealized appreciation on
                                                               investments                                   182,041,620
                                                                                                        -----------------

                                                            Net increase in net assets resulting from
                                                             operations                                     $ 98,075,130
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                          $ 342,430,594     $ 554,416,247

Net increase (decrease) in net assets resulting from operations                             98,075,130      (211,729,204)

Capital shares transactions
   Net premiums                                                                             45,690,374        66,580,698
   Transfers of policy loans                                                                  (321,137)       (5,196,961)
   Transfers of cost of insurance                                                          (25,032,809)      (28,480,099)
   Transfers of surrenders                                                                 (19,620,321)      (24,061,659)
   Transfers of death benefits                                                                (773,198)       (1,233,240)
   Transfers of other terminations                                                          (2,528,264)       (3,191,257)
   Interfund and net transfers to general account                                             (738,334)       (4,673,931)
                                                                                      ----------------- -----------------

     Net decrease in net assets from capital share transactions                             (3,323,689)         (256,449)
                                                                                      ----------------- -----------------

Total increase (decrease) in net assets                                                     94,751,441      (211,985,653)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                $ 437,182,035    $  342,430,594
                                                                                      ----------------- -----------------



                       The accompanying notes are an integral part of these financial statements


                                                                               2


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Money Market Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 90,292
     10,671,412 shares (cost $10,671,412)  $ 10,671,412         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           90,292
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                 $ 10,671,412         Administrative expense                             2,258
                                         ---------------
                                                                Mortality and expense risk                       101,471
                                                                                                        -----------------

                                                                                                                 103,729
                                                                                                        -----------------

                                                             Net investment loss                                 (13,437)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                        -
                                                              Net unrealized appreciation on
                                                               investments                                             -
                                                                                                        -----------------

                                                             Net decrease in net assets resulting from
                                                             operations                                        $ (13,437)
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                           $ 12,223,756       $ 8,561,964

 Net (decrease) increase in net assets resulting from operations                               (13,437)          234,683

Capital shares transactions
   Net premiums                                                                              2,437,715         1,937,885
   Transfers of policy loans                                                                    65,884          (114,306)
   Transfers of cost of insurance                                                             (951,220)         (804,948)
   Transfers of surrenders                                                                  (2,163,402)         (902,492)
   Transfers of death benefits                                                                 (39,024)          (48,341)
   Transfers of other terminations                                                             (70,528)          (39,432)
   Interfund and net transfers to general account                                             (818,332)        3,398,743
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                       (1,538,907)        3,427,109
                                                                                      ----------------- -----------------

 Total (decrease) increase in net assets                                                    (1,552,344)        3,661,792
                                                                                      ----------------- -----------------

Net assets at end of year                                                                 $ 10,671,412    $   12,223,756
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               3


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I High Income Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                $ 586,306
     1,554,313 shares (cost $7,680,087)     $ 8,222,313         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                          586,306
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 8,222,313         Administrative expense                             3,121
                                         ---------------
                                                                Mortality and expense risk                        55,673
                                                                                                        -----------------

                                                                                                                  58,794
                                                                                                        -----------------

                                                             Net investment income                               527,512

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (1,012,144)
                                                              Net unrealized appreciation on
                                                               investments                                     2,788,149
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 2,303,517
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,685,116       $ 6,608,023

 Net increase (decrease) in net assets resulting from operations                             2,303,517        (1,632,377)

Capital shares transactions
   Net premiums                                                                                806,981           651,198
   Transfers of policy loans                                                                    13,738           (52,402)
   Transfers of cost of insurance                                                             (550,439)         (476,468)
   Transfers of surrenders                                                                    (261,003)         (274,060)
   Transfers of death benefits                                                                 (11,044)          (34,574)
   Transfers of other terminations                                                             (95,637)          (14,755)
   Interfund and net transfers to general account                                            1,331,084           (89,469)
                                                                                      ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                        1,233,680          (290,530)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     3,537,197        (1,922,907)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 8,222,313     $   4,685,116
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               4


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Equity-Income Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 370,411
     1,101,822 shares (cost $19,716,197)    $ 18,521,629         Capital gains distributions                            -
                                                                                                         -----------------

Liabilities                                            -                                                          370,411
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 18,521,629         Administrative expense                            10,145
                                         ----------------
                                                                 Mortality and expense risk                       124,384
                                                                                                         -----------------

                                                                                                                  134,529
                                                                                                         -----------------

                                                              Net investment income                               235,882

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (7,659,846)
                                                               Net unrealized appreciation on
                                                                investments                                    11,616,238
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 4,192,274
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 16,111,614      $ 32,008,838

 Net increase (decrease) in net assets resulting from operations                              4,192,274       (12,983,922)

Capital shares transactions
   Net premiums                                                                               1,388,971         2,210,207
   Transfers of policy loans                                                                    168,334          (206,441)
   Transfers of cost of insurance                                                            (1,430,747)       (1,699,133)
   Transfers of surrenders                                                                     (891,105)       (1,552,753)
   Transfers of death benefits                                                                  (50,700)         (166,738)
   Transfers of other terminations                                                             (106,040)         (203,221)
   Interfund and net transfers to general account                                              (860,972)       (1,295,223)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                   (1,782,259)       (2,913,302)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      2,410,015       (15,897,224)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 18,521,629    $   16,111,614
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               5


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Growth Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 130,277
     1,130,421 shares (cost $34,877,195)    $ 33,957,851         Capital gains distributions                       25,335
                                                                                                         -----------------

Liabilities                                            -                                                          155,612
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 33,957,851         Administrative expense                            15,002
                                         ----------------
                                                                 Mortality and expense risk                       214,164
                                                                                                         -----------------

                                                                                                                  229,166
                                                                                                         -----------------

                                                              Net investment loss                                 (73,554)

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (4,095,263)
                                                               Net unrealized appreciation on
                                                                investments                                    10,793,956
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 6,625,139
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 25,918,250      $ 55,020,668

 Net increase (decrease) in net assets resulting from operations                              6,625,139       (24,851,236)

Capital shares transactions
   Net premiums                                                                               2,891,479         4,195,672
   Transfers of policy loans                                                                    219,748          (564,874)
   Transfers of cost of insurance                                                            (2,456,591)       (3,176,178)
   Transfers of surrenders                                                                   (1,748,679)       (2,762,062)
   Transfers of death benefits                                                                  (84,558)         (121,162)
   Transfers of other terminations                                                             (140,222)         (224,810)
   Interfund and net transfers to general account                                             2,733,285        (1,597,768)
                                                                                       ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                         1,414,462        (4,251,182)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      8,039,601       (29,102,418)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 33,957,851    $   25,918,250
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               6


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Overseas Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 256,288
     881,673 shares (cost $12,920,905)      $ 13,269,182         Capital gains distributions                       36,831
                                                                                                         -----------------

Liabilities                                            -                                                          293,119
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 13,269,182         Administrative expense                             4,413
                                         ----------------
                                                                 Mortality and expense risk                       105,673
                                                                                                         -----------------

                                                                                                                  110,086
                                                                                                         -----------------

                                                              Net investment income                               183,033

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (5,526,963)
                                                               Net unrealized appreciation on
                                                                investments                                     7,608,299
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 2,264,369
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 10,762,909      $ 20,501,977

 Net increase (decrease) in net assets resulting from operations                              2,264,369        (8,834,742)

Capital shares transactions
   Net premiums                                                                               1,704,205         2,229,824
   Transfers of policy loans                                                                     23,005          (230,356)
   Transfers of cost of insurance                                                              (937,461)         (926,121)
   Transfers of surrenders                                                                     (500,524)         (820,545)
   Transfers of death benefits                                                                  (18,751)          (43,825)
   Transfers of other terminations                                                              (56,015)         (147,059)
   Interfund and net transfers to general account                                                27,445          (966,244)
                                                                                       ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                           241,904          (904,326)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      2,506,273        (9,739,068)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 13,269,182    $   10,762,909
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               7


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Mid Cap Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 114,030
     751,109 shares (cost $16,296,667)      $ 19,183,312         Capital gains distributions                       85,694
                                                                                                         -----------------

Liabilities                                            -                                                          199,724
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 19,183,312         Administrative expense                               722
                                         ----------------
                                                                 Mortality and expense risk                       138,721
                                                                                                         -----------------

                                                                                                                  139,443
                                                                                                         -----------------

                                                              Net investment income                                60,281

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (5,961,949)
                                                               Net unrealized appreciation on
                                                                investments                                    11,889,617
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 5,987,949
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 13,975,665      $ 25,085,489

 Net increase (decrease) in net assets resulting from operations                              5,987,949        (9,750,623)

Capital shares transactions
   Net premiums                                                                               1,643,822         2,605,525
   Transfers of policy loans                                                                   (103,500)         (179,031)
   Transfers of cost of insurance                                                              (749,856)       (1,035,766)
   Transfers of surrenders                                                                     (744,282)         (950,481)
   Transfers of death benefits                                                                  (14,822)          (11,663)
   Transfers of other terminations                                                             (107,664)          (95,803)
   Interfund and net transfers to general account                                              (704,000)       (1,691,982)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                     (780,302)       (1,359,201)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      5,207,647       (11,109,824)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 19,183,312    $   13,975,665
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               8


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom Income Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 1,377
     4,148 shares (cost $38,153)               $ 41,480         Capital gains distributions                          561
                                                                                                        -----------------

Liabilities                                           -                                                            1,938
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 41,480         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                           322
                                                                                                        -----------------

                                                                                                                     322
                                                                                                        -----------------

                                                             Net investment income                                 1,616

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                       74
                                                              Net unrealized appreciation on
                                                               investments                                         3,326
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 5,016
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 20,820               $ -

 Net increase in net assets resulting from operations                                            5,016                 1

Capital shares transactions
   Net premiums                                                                                  4,119            20,819
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                               (2,098)                -
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               13,623                 -
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      15,644            20,819
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   20,660            20,820
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 41,480      $     20,820
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               9


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom 2010 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 1,746
     4,915 shares (cost $42,841)               $ 48,016         Capital gains distributions                           85
                                                                                                        -----------------

Liabilities                                           -                                                            1,831
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 48,016         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                           247
                                                                                                        -----------------

                                                                                                                     247
                                                                                                        -----------------

                                                             Net investment income                                 1,584

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                      420
                                                              Net unrealized appreciation on
                                                               investments                                         5,175
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 7,179
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                    $ -               $ -

 Net increase in net assets resulting from operations                                            7,179                 -

Capital shares transactions
   Net premiums                                                                                 10,963                 -
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                               (4,403)                -
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               34,277                 -
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      40,837                 -
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   48,016                 -
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 48,016        $        -
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              10


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom 2015 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ 6
     20 shares (cost $176)                        $ 192         Capital gains distributions                            2
                                                                                                        -----------------

Liabilities                                           -                                                                8
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                        $ 192         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                             1
                                                                                                        -----------------

                                                                                                                       1
                                                                                                        -----------------

                                                             Net investment income                                     7

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                       10
                                                              Net unrealized appreciation on
                                                               investments                                            22
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                             $ 39
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                  $ 129               $ -

 Net increase (decrease) in net assets resulting from operations                                    39               (23)

Capital shares transactions
   Net premiums                                                                                    280               318
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                                 (256)             (166)
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                                    -                 -
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                          24               152
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                       63               129
                                                                                      ----------------- -----------------

Net assets at end of year                                                                        $ 192       $       129
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              11


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom 2020 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                    $ 733
     2,641 shares (cost $22,952)               $ 25,141         Capital gains distributions                          159
                                                                                                        -----------------

Liabilities                                           -                                                              892
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 25,141         Administrative expense                                 2
                                         ---------------
                                                                Mortality and expense risk                            23
                                                                                                        -----------------

                                                                                                                      25
                                                                                                        -----------------

                                                             Net investment income                                   867

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    1,081
                                                              Net unrealized appreciation on
                                                               investments                                         2,215
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 4,163
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                $ 3,412               $ -

 Net increase (decrease) in net assets resulting from operations                                 4,163            (6,578)

Capital shares transactions
   Net premiums                                                                                 11,659             3,656
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                               (4,932)           (1,215)
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               10,839             7,549
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      17,566             9,990
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   21,729             3,412
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 25,141      $      3,412
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              12


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom 2025 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                    $ 150
     547 shares (cost $4,744)                   $ 5,088         Capital gains distributions                           55
                                                                                                        -----------------

Liabilities                                           -                                                              205
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                      $ 5,088         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                            35
                                                                                                        -----------------

                                                                                                                      35
                                                                                                        -----------------

                                                             Net investment income                                   170

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                    (568)
                                                              Net unrealized appreciation on
                                                               investments                                         1,606
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 1,208
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                $ 2,567               $ -

 Net increase (decrease) in net assets resulting from operations                                 1,208            (1,304)

Capital shares transactions
   Net premiums                                                                                  1,625               269
   Transfers of policy loans                                                                      (141)              (50)
   Transfers of cost of insurance                                                                 (789)             (195)
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                                  618             3,847
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                       1,313             3,871
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                    2,521             2,567
                                                                                      ----------------- -----------------

Net assets at end of year                                                                      $ 5,088      $      2,567
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              13


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom 2030 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 1,737
     9,807 shares (cost $84,913)               $ 88,558         Capital gains distributions                          606
                                                                                                        -----------------

Liabilities                                           -                                                            2,343
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 88,558         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                           415
                                                                                                        -----------------

                                                                                                                     415
                                                                                                        -----------------

                                                             Net investment income                                 1,928

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                  (1,727)
                                                              Net unrealized appreciation on
                                                               investments                                        18,852
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 19,053
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 35,917               $ -

 Net increase (decrease) in net assets resulting from operations                                19,053           (13,159)

Capital shares transactions
   Net premiums                                                                                 31,397            12,319
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                              (10,722)           (2,380)
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               12,913            39,137
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      33,588            49,076
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   52,641            35,917
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 88,558      $     35,917
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              14


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund II Asset Manager Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                $ 129,099
     462,478 shares (cost $6,136,513)       $ 6,012,210         Capital gains distributions                        9,053
                                                                                                        -----------------

Liabilities                                           -                                                          138,152
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 6,012,210         Administrative expense                             5,805
                                         ---------------
                                                                Mortality and expense risk                        46,339
                                                                                                        -----------------

                                                                                                                  52,144
                                                                                                        -----------------

                                                             Net investment income                                86,008

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (703,029)
                                                              Net unrealized appreciation on
                                                               investments                                     1,978,396
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,361,375
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 5,177,690       $ 8,164,214

 Net increase (decrease) in net assets resulting from operations                             1,361,375        (2,334,457)

Capital shares transactions
   Net premiums                                                                                457,393           584,963
   Transfers of policy loans                                                                    50,614          (107,682)
   Transfers of cost of insurance                                                             (453,040)         (525,611)
   Transfers of surrenders                                                                    (312,678)         (573,312)
   Transfers of death benefits                                                                 (21,947)          (67,563)
   Transfers of other terminations                                                             (21,009)          (27,509)
   Interfund and net transfers to general account                                             (226,188)           64,647
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (526,855)         (652,067)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       834,520        (2,986,524)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 6,012,210     $   5,177,690
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              15


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund II Investment Grade Bond Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                              $ 1,018,686
     975,707 shares (cost $11,973,905)      $ 12,176,825         Capital gains distributions                       46,340
                                                                                                         -----------------

Liabilities                                            -                                                        1,065,026
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 12,176,825         Administrative expense                             1,839
                                         ----------------
                                                                 Mortality and expense risk                        86,010
                                                                                                         -----------------

                                                                                                                   87,849
                                                                                                         -----------------

                                                              Net investment income                               977,177

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments                (164,579)
                                                               Net unrealized appreciation on
                                                                investments                                       725,906
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 1,538,504
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 10,967,654      $ 10,502,350

 Net increase (decrease) in net assets resulting from operations                              1,538,504          (467,768)

Capital shares transactions
   Net premiums                                                                                 410,834         1,666,698
   Transfers of policy loans                                                                    287,874           (90,224)
   Transfers of cost of insurance                                                              (368,507)         (705,888)
   Transfers of surrenders                                                                     (410,170)         (581,965)
   Transfers of death benefits                                                                  (26,304)          (39,552)
   Transfers of other terminations                                                              (62,359)         (185,792)
   Interfund and net transfers to general account                                              (160,701)          869,795
                                                                                       ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                          (329,333)          933,072
                                                                                       ----------------- -----------------

 Total increase in net assets                                                                 1,209,171           465,304
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 12,176,825    $   10,967,654
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              16


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund II Index 500 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                              $ 1,048,395
     391,510 shares (cost $47,277,757)      $ 46,832,407         Capital gains distributions                      881,997
                                                                                                         -----------------

Liabilities                                            -                                                        1,930,392
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 46,832,407         Administrative expense                             5,886
                                         ----------------
                                                                 Mortality and expense risk                       315,513
                                                                                                         -----------------

                                                                                                                  321,399
                                                                                                         -----------------

                                                              Net investment income                             1,608,993

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (8,713,015)
                                                               Net unrealized appreciation on
                                                                investments                                    16,663,581
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 9,559,559
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 39,209,782      $ 64,296,635

 Net increase (decrease) in net assets resulting from operations                              9,559,559       (23,503,899)

Capital shares transactions
   Net premiums                                                                               4,434,003         5,978,513
   Transfers of policy loans                                                                   (253,761)         (529,230)
   Transfers of cost of insurance                                                            (2,724,826)       (2,602,327)
   Transfers of surrenders                                                                   (2,116,364)       (2,315,570)
   Transfers of death benefits                                                                  (51,148)         (156,636)
   Transfers of other terminations                                                             (218,168)         (234,183)
   Interfund and net transfers to general account                                            (1,006,670)       (1,723,521)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                   (1,936,934)       (1,582,954)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      7,622,625       (25,086,853)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 46,832,407    $   39,209,782
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              17




Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund II Contrafund Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 482,383
     1,938,066 shares (cost $40,808,505)    $ 39,962,919         Capital gains distributions                        9,608
                                                                                                         -----------------

Liabilities                                            -                                                          491,991
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 39,962,919         Administrative expense                             7,905
                                         ----------------
                                                                 Mortality and expense risk                       266,946
                                                                                                         -----------------

                                                                                                                  274,851
                                                                                                         -----------------

                                                              Net investment income                               217,140

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments             (14,959,997)
                                                               Net unrealized appreciation on
                                                                investments                                    25,160,195
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                     $ 10,417,338
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 32,023,672      $ 59,938,983

 Net increase (decrease) in net assets resulting from operations                             10,417,338       (25,057,469)

Capital shares transactions
   Net premiums                                                                               2,939,419         4,835,454
   Transfers of policy loans                                                                    (16,256)         (518,098)
   Transfers of cost of insurance                                                            (1,853,128)       (2,615,202)
   Transfers of surrenders                                                                   (1,804,106)       (2,429,628)
   Transfers of death benefits                                                                  (39,461)          (94,554)
   Transfers of other terminations                                                             (220,878)         (318,737)
   Interfund and net transfers to general account                                            (1,483,681)       (1,717,077)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                   (2,478,091)       (2,857,842)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      7,939,247       (27,915,311)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 39,962,919    $   32,023,672
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              18


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund II Asset Manager: Growth Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 49,092
     279,966 shares (cost $3,378,352)       $ 3,544,365         Capital gains distributions                        6,357
                                                                                                        -----------------

Liabilities                                           -                                                           55,449
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 3,544,365         Administrative expense                             1,520
                                         ---------------
                                                                Mortality and expense risk                        23,293
                                                                                                        -----------------

                                                                                                                  24,813
                                                                                                        -----------------

                                                             Net investment income                                30,636

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (374,129)
                                                              Net unrealized appreciation on
                                                               investments                                     1,223,227
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 879,734
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 2,993,258       $ 5,291,927

 Net increase (decrease) in net assets resulting from operations                               879,734        (1,779,602)

Capital shares transactions
   Net premiums                                                                                222,697           415,594
   Transfers of policy loans                                                                    13,022           (79,055)
   Transfers of cost of insurance                                                             (208,823)         (332,766)
   Transfers of surrenders                                                                    (199,946)         (369,191)
   Transfers of death benefits                                                                 (10,894)          (15,990)
   Transfers of other terminations                                                             (14,017)          (54,920)
   Interfund and net transfers to general account                                             (130,666)          (82,739)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (328,627)         (519,067)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       551,107        (2,298,669)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 3,544,365     $   2,993,258
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              19


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund III Balanced Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 69,321
     315,044 shares (cost $4,058,308)       $ 4,224,742         Capital gains distributions                       11,108
                                                                                                        -----------------

Liabilities                                           -                                                           80,429
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 4,224,742         Administrative expense                               117
                                         ---------------
                                                                Mortality and expense risk                        28,768
                                                                                                        -----------------

                                                                                                                  28,885
                                                                                                        -----------------

                                                             Net investment income                                51,544

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (477,944)
                                                              Net unrealized appreciation on
                                                               investments                                     1,589,140
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,162,740
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 3,200,918       $ 5,041,173

 Net increase (decrease) in net assets resulting from operations                             1,162,740        (1,718,950)

Capital shares transactions
   Net premiums                                                                                449,730           487,930
   Transfers of policy loans                                                                   (39,053)          (46,254)
   Transfers of cost of insurance                                                             (338,781)         (297,770)
   Transfers of surrenders                                                                    (163,278)         (133,907)
   Transfers of death benefits                                                                 (36,974)          (16,521)
   Transfers of other terminations                                                              (6,264)          (17,000)
   Interfund and net transfers to general account                                               (4,296)          (97,783)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (138,916)         (121,305)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,023,824        (1,840,255)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 4,224,742     $   3,200,918
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              20


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund III Growth & Income Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 69,495
     640,740 shares (cost $7,014,945)       $ 7,092,988         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           69,495
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 7,092,988         Administrative expense                               350
                                         ---------------
                                                                Mortality and expense risk                        48,140
                                                                                                        -----------------

                                                                                                                  48,490
                                                                                                        -----------------

                                                             Net investment income                                21,005

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (2,462,335)
                                                              Net unrealized appreciation on
                                                               investments                                     3,937,816
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,496,486
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 5,926,268      $ 11,350,680

 Net increase (decrease) in net assets resulting from operations                             1,496,486        (4,521,580)

Capital shares transactions
   Net premiums                                                                                913,731         1,122,658
   Transfers of policy loans                                                                    12,209          (120,044)
   Transfers of cost of insurance                                                             (530,353)         (642,139)
   Transfers of surrenders                                                                    (378,747)         (538,945)
   Transfers of death benefits                                                                 (45,140)          (30,336)
   Transfers of other terminations                                                             (56,495)          (57,155)
   Interfund and net transfers to general account                                             (244,971)         (636,871)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (329,766)         (902,832)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,166,720        (5,424,412)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 7,092,988     $   5,926,268
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              21


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund III Growth Opportunities Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 25,064
     423,149 shares (cost $5,459,688)       $ 6,139,897         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           25,064
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 6,139,897         Administrative expense                               404
                                         ---------------
                                                                Mortality and expense risk                        34,951
                                                                                                        -----------------

                                                                                                                  35,355
                                                                                                        -----------------

                                                             Net investment loss                                 (10,291)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (1,788,668)
                                                              Net unrealized appreciation on
                                                               investments                                     3,759,291
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,960,332
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,465,907      $ 10,781,475

 Net increase (decrease) in net assets resulting from operations                             1,960,332        (5,748,126)

Capital shares transactions
   Net premiums                                                                                635,351           852,435
   Transfers of policy loans                                                                    44,607          (142,823)
   Transfers of cost of insurance                                                             (470,157)         (614,331)
   Transfers of surrenders                                                                    (362,272)         (358,676)
   Transfers of death benefits                                                                  (7,807)           (3,593)
   Transfers of other terminations                                                             (59,240)          (90,538)
   Interfund and net transfers to general account                                              (66,824)         (209,916)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (286,342)         (567,442)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,673,990        (6,315,568)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 6,139,897     $   4,465,907
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              22


Midland National Life Insurance Company
Separate Account A
American Century Variable Portfolios, Inc. Balanced Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                $ 135,127
     445,280 shares (cost $2,720,288)       $ 2,560,358         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                          135,127
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,560,358         Administrative expense                                73
                                         ---------------
                                                                Mortality and expense risk                        20,556
                                                                                                        -----------------

                                                                                                                  20,629
                                                                                                        -----------------

                                                             Net investment income                               114,498

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (490,443)
                                                              Net unrealized appreciation on
                                                               investments                                       688,705
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 312,760
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 2,644,260       $ 3,636,481

 Net increase (decrease) in net assets resulting from operations                               312,760          (734,701)

Capital shares transactions
   Net premiums                                                                                293,933           372,724
   Transfers of policy loans                                                                     4,073           (74,075)
   Transfers of cost of insurance                                                             (203,087)         (224,665)
   Transfers of surrenders                                                                    (140,820)         (188,080)
   Transfers of death benefits                                                                  (4,539)          (19,107)
   Transfers of other terminations                                                              (9,599)          (40,809)
   Interfund and net transfers to general account                                             (336,623)          (83,508)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (396,662)         (257,520)
                                                                                      ----------------- -----------------

 Total decrease in net assets                                                                  (83,902)         (992,221)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,560,358     $   2,644,260
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              23


Midland National Life Insurance Company
Separate Account A
American Century Variable Portfolios, Inc. Capital Appreciation Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 38,850
     503,020 shares (cost $4,302,484)       $ 5,417,524         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           38,850
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 5,417,524         Administrative expense                               295
                                         ---------------
                                                                Mortality and expense risk                        38,897
                                                                                                        -----------------

                                                                                                                  39,192
                                                                                                        -----------------

                                                             Net investment loss                                    (342)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (1,619,806)
                                                              Net unrealized appreciation on
                                                               investments                                     3,164,198
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,544,050
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,287,827       $ 8,669,898

 Net increase (decrease) in net assets resulting from operations                             1,544,050        (3,939,759)

Capital shares transactions
   Net premiums                                                                                360,477           503,854
   Transfers of policy loans                                                                   (30,002)          (79,845)
   Transfers of cost of insurance                                                             (257,684)         (353,623)
   Transfers of surrenders                                                                    (243,445)         (311,974)
   Transfers of death benefits                                                                  (8,130)           (8,755)
   Transfers of other terminations                                                             (36,644)          (96,716)
   Interfund and net transfers to general account                                             (198,925)          (95,253)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (414,353)         (442,312)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,129,697        (4,382,071)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 5,417,524     $   4,287,827
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              24


Midland National Life Insurance Company
Separate Account A
American Century Variable Portfolios, Inc. International Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 286,114
     2,125,977 shares (cost $16,365,359)    $ 16,433,805         Capital gains distributions                            -
                                                                                                         -----------------

Liabilities                                            -                                                          286,114
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 16,433,805         Administrative expense                               771
                                         ----------------
                                                                 Mortality and expense risk                       118,499
                                                                                                         -----------------

                                                                                                                  119,270
                                                                                                         -----------------

                                                              Net investment income                               166,844

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (3,894,208)
                                                               Net unrealized appreciation on
                                                                investments                                     7,856,551
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 4,129,187
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 13,140,038      $ 26,670,007

 Net increase (decrease) in net assets resulting from operations                              4,129,187       (11,387,033)

Capital shares transactions
   Net premiums                                                                               1,743,383         3,034,447
   Transfers of policy loans                                                                    (77,334)         (246,171)
   Transfers of cost of insurance                                                              (922,150)       (1,280,007)
   Transfers of surrenders                                                                     (650,527)       (1,011,461)
   Transfers of death benefits                                                                  (13,121)          (21,186)
   Transfers of other terminations                                                             (100,122)         (107,281)
   Interfund and net transfers to general account                                              (815,549)       (2,511,277)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                     (835,420)       (2,142,936)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      3,293,767       (13,529,969)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 16,433,805    $   13,140,038
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              25


Midland National Life Insurance Company
Separate Account A
American Century Variable Portfolios, Inc. Value Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 898,543
     3,499,605 shares (cost $17,704,443)    $ 18,477,916         Capital gains distributions                            -
                                                                                                         -----------------

Liabilities                                            -                                                          898,543
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 18,477,916         Administrative expense                               864
                                         ----------------
                                                                 Mortality and expense risk                       133,687
                                                                                                         -----------------

                                                                                                                  134,551
                                                                                                         -----------------

                                                              Net investment income                               763,992

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (6,053,803)
                                                               Net unrealized appreciation on
                                                                investments                                     8,273,586
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 2,983,775
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 15,683,190      $ 21,332,296

 Net increase (decrease) in net assets resulting from operations                              2,983,775        (5,904,360)

Capital shares transactions
   Net premiums                                                                               2,368,882         3,544,699
   Transfers of policy loans                                                                    (32,271)         (171,546)
   Transfers of cost of insurance                                                            (1,079,245)       (1,280,560)
   Transfers of surrenders                                                                     (714,619)         (795,177)
   Transfers of death benefits                                                                  (26,093)          (28,758)
   Transfers of other terminations                                                              (97,501)         (108,897)
   Interfund and net transfers to general account                                              (608,202)         (904,507)
                                                                                       ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                          (189,049)          255,254
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      2,794,726        (5,649,106)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 18,477,916    $   15,683,190
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              26


Midland National Life Insurance Company
Separate Account A
American Century Variable Portfolios, Inc. Income & Growth Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 81,576
     350,320 shares (cost $1,974,041)       $ 1,884,723         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           81,576
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 1,884,723         Administrative expense                                52
                                         ---------------
                                                                Mortality and expense risk                        13,907
                                                                                                        -----------------

                                                                                                                  13,959
                                                                                                        -----------------

                                                             Net investment income                                67,617

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (652,379)
                                                              Net unrealized appreciation on
                                                               investments                                       861,173
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 276,411
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,767,576       $ 3,033,407

 Net increase (decrease) in net assets resulting from operations                               276,411        (1,036,279)

Capital shares transactions
   Net premiums                                                                                187,614           275,704
   Transfers of policy loans                                                                    (2,307)          (41,113)
   Transfers of cost of insurance                                                             (120,954)         (163,065)
   Transfers of surrenders                                                                     (69,059)         (106,690)
   Transfers of death benefits                                                                  (2,113)           (4,441)
   Transfers of other terminations                                                              (7,343)          (59,141)
   Interfund and net transfers to general account                                             (145,102)         (130,806)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (159,264)         (229,552)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       117,147        (1,265,831)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 1,884,723     $   1,767,576
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              27


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust Growth Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 24,729
     636,550 shares (cost $11,788,594)     $ 13,641,268         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           24,729
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                 $ 13,641,268         Administrative expense                               465
                                         ---------------
                                                                Mortality and expense risk                        72,012
                                                                                                        -----------------

                                                                                                                  72,477
                                                                                                        -----------------

                                                             Net investment loss                                 (47,748)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (630,749)
                                                              Net unrealized appreciation on
                                                               investments                                     3,842,490
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 3,163,993
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 7,525,964      $ 13,216,107

 Net increase (decrease) in net assets resulting from operations                             3,163,993        (4,845,747)

Capital shares transactions
   Net premiums                                                                                831,929         1,126,434
   Transfers of policy loans                                                                   (60,542)         (145,774)
   Transfers of cost of insurance                                                             (455,331)         (680,866)
   Transfers of surrenders                                                                    (577,694)         (630,726)
   Transfers of death benefits                                                                 (15,320)          (19,312)
   Transfers of other terminations                                                            (161,513)         (141,879)
   Interfund and net transfers to general account                                            3,389,782          (352,273)
                                                                                      ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                        2,951,311          (844,396)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     6,115,304        (5,690,143)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                 $ 13,641,268     $   7,525,964
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              28


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust Investors Trust Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 21,299
     80,135 shares (cost $1,437,138)        $ 1,461,656         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           21,299
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 1,461,656         Administrative expense                                14
                                         ---------------
                                                                Mortality and expense risk                        10,556
                                                                                                        -----------------

                                                                                                                  10,570
                                                                                                        -----------------

                                                             Net investment income                                10,729

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (132,842)
                                                              Net unrealized appreciation on
                                                               investments                                       431,085
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 308,972
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,223,835       $ 1,980,718

 Net increase (decrease) in net assets resulting from operations                               308,972          (636,698)

Capital shares transactions
   Net premiums                                                                                118,134           186,904
   Transfers of policy loans                                                                   (10,718)          (13,311)
   Transfers of cost of insurance                                                              (83,286)         (128,817)
   Transfers of surrenders                                                                     (78,326)         (109,044)
   Transfers of death benefits                                                                    (917)           (1,577)
   Transfers of other terminations                                                              (2,640)          (18,534)
   Interfund and net transfers to general account                                              (13,398)          (35,806)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                     (71,151)         (120,185)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       237,821          (756,883)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 1,461,656     $   1,223,835
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              29


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust New Discovery Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     437,360 shares (cost $4,763,220)       $ 5,873,746         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 5,873,746         Administrative expense                               269
                                         ---------------
                                                                Mortality and expense risk                        53,552
                                                                                                        -----------------

                                                                                                                  53,821
                                                                                                        -----------------

                                                             Net investment loss                                 (53,821)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                   17,777
                                                              Net unrealized appreciation on
                                                               investments                                     3,636,287
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 3,600,243
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 5,411,177       $ 6,841,325

 Net increase (decrease) in net assets resulting from operations                             3,600,243        (2,388,174)

Capital shares transactions
   Net premiums                                                                                506,709           611,553
   Transfers of policy loans                                                                  (118,788)          (65,116)
   Transfers of cost of insurance                                                             (311,252)         (328,503)
   Transfers of surrenders                                                                    (330,830)         (314,484)
   Transfers of death benefits                                                                 (10,641)           (6,425)
   Transfers of other terminations                                                             (34,830)          (43,306)
   Interfund and net transfers to general account                                           (2,838,042)        1,104,307
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                       (3,137,674)          958,026
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       462,569        (1,430,148)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 5,873,746     $   5,411,177
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              30


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust Research Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 46,965
     219,508 shares (cost $3,441,167)       $ 3,637,241         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           46,965
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 3,637,241         Administrative expense                                87
                                         ---------------
                                                                Mortality and expense risk                        26,874
                                                                                                        -----------------

                                                                                                                  26,961
                                                                                                        -----------------

                                                             Net investment income                                20,004

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (351,448)
                                                              Net unrealized appreciation on
                                                               investments                                     1,165,925
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 834,481
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 3,229,160       $ 5,759,688

 Net increase (decrease) in net assets resulting from operations                               834,481        (1,969,737)

Capital shares transactions
   Net premiums                                                                                298,016           458,733
   Transfers of policy loans                                                                   (87,145)          (51,498)
   Transfers of cost of insurance                                                             (219,459)         (266,838)
   Transfers of surrenders                                                                    (271,510)         (396,319)
   Transfers of death benefits                                                                 (14,291)          (10,802)
   Transfers of other terminations                                                             (25,215)          (33,726)
   Interfund and net transfers to general account                                             (106,796)         (260,341)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (426,400)         (560,791)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       408,081        (2,530,528)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 3,637,241     $   3,229,160
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              31


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust Total Return Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 3,319
     6,135 shares (cost $88,885)              $ 107,239         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                            3,319
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 107,239         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                           943
                                                                                                        -----------------

                                                                                                                     943
                                                                                                        -----------------

                                                             Net investment income                                 2,376

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                 (12,097)
                                                              Net unrealized appreciation on
                                                               investments                                        29,677
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 19,956
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 54,520           $ 5,959

 Net increase (decrease) in net assets resulting from operations                                19,956           (12,794)

Capital shares transactions
   Net premiums                                                                                 19,303            62,822
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                               (7,831)           (3,092)
   Transfers of surrenders                                                                      (2,522)           (2,483)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               23,813             4,108
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      32,763            61,355
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   52,719            48,561
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 107,239      $     54,520
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              32


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust Utilities Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 82,550
     109,252 shares (cost $2,087,375)       $ 2,504,063         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           82,550
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,504,063         Administrative expense                                92
                                         ---------------
                                                                Mortality and expense risk                        14,458
                                                                                                        -----------------

                                                                                                                  14,550
                                                                                                        -----------------

                                                             Net investment income                                68,000

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (457,094)
                                                              Net unrealized appreciation on
                                                               investments                                       932,076
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 542,982
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,194,358         $ 659,438

 Net increase (decrease) in net assets resulting from operations                               542,982          (621,907)

Capital shares transactions
   Net premiums                                                                                494,967           595,713
   Transfers of policy loans                                                                    (8,406)           (3,747)
   Transfers of cost of insurance                                                              (88,648)          (72,952)
   Transfers of surrenders                                                                     (29,390)          (76,250)
   Transfers of death benefits                                                                    (103)           (1,610)
   Transfers of other terminations                                                             (37,760)           (4,255)
   Interfund and net transfers to general account                                              436,063           719,928
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     766,723         1,156,827
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,309,705           534,920
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,504,063     $   1,194,358
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              33



Midland National Life Insurance Company
Separate Account A
Lord Abbett Series Fund, Inc. Growth and Income Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                 $ 84,657
     460,642 shares (cost $10,410,995)       $ 9,374,073         Capital gains distributions                            -
                                                                                                         -----------------

Liabilities                                            -                                                           84,657
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                   $ 9,374,073         Administrative expense                               207
                                         ----------------
                                                                 Mortality and expense risk                        69,300
                                                                                                         -----------------

                                                                                                                   69,507
                                                                                                         -----------------

                                                              Net investment income                                15,150

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (2,135,954)
                                                               Net unrealized appreciation on
                                                                investments                                     3,555,640
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 1,434,836
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                             $ 8,396,938      $ 14,240,492

 Net increase (decrease) in net assets resulting from operations                              1,434,836        (5,067,729)

Capital shares transactions
   Net premiums                                                                               1,062,868         1,653,451
   Transfers of policy loans                                                                     18,267          (164,858)
   Transfers of cost of insurance                                                              (587,884)         (741,981)
   Transfers of surrenders                                                                     (430,853)         (676,812)
   Transfers of death benefits                                                                   (5,932)          (31,949)
   Transfers of other terminations                                                              (72,930)          (57,281)
   Interfund and net transfers to general account                                              (441,237)         (756,395)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                     (457,701)         (775,825)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                        977,135        (5,843,554)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                   $ 9,374,073     $   8,396,938
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              34


Midland National Life Insurance Company
Separate Account A
Lord Abbett Series Fund, Inc. Mid-Cap Value Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                 $ 52,691
     911,835 shares (cost $12,417,486)      $ 12,081,813         Capital gains distributions                            -
                                                                                                         -----------------

Liabilities                                            -                                                           52,691
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 12,081,813         Administrative expense                               493
                                         ----------------
                                                                 Mortality and expense risk                        91,743
                                                                                                         -----------------

                                                                                                                   92,236
                                                                                                         -----------------

                                                              Net investment loss                                 (39,545)

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (5,339,225)
                                                               Net unrealized appreciation on
                                                                investments                                     7,859,684
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 2,480,914
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 10,682,778      $ 19,623,648

 Net increase (decrease) in net assets resulting from operations                              2,480,914        (7,491,049)

Capital shares transactions
   Net premiums                                                                               1,367,215         2,637,077
   Transfers of policy loans                                                                    (15,881)         (175,319)
   Transfers of cost of insurance                                                              (726,933)       (1,027,916)
   Transfers of surrenders                                                                     (567,341)         (999,836)
   Transfers of death benefits                                                                  (13,220)          (32,367)
   Transfers of other terminations                                                              (60,284)          (63,961)
   Interfund and net transfers to general account                                            (1,065,435)       (1,787,499)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                   (1,081,879)       (1,449,821)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      1,399,035        (8,940,870)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 12,081,813    $   10,682,778
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              35


Midland National Life Insurance Company
Separate Account A
Lord Abbett Series Fund, Inc. International Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 68,246
     715,420 shares (cost $5,711,213)       $ 5,208,258         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           68,246
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 5,208,258         Administrative expense                               256
                                         ---------------
                                                                Mortality and expense risk                        35,786
                                                                                                        -----------------

                                                                                                                  36,042
                                                                                                        -----------------

                                                             Net investment income                                32,204

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (1,869,656)
                                                              Net unrealized appreciation on
                                                               investments                                     3,397,376
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,559,924
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 3,617,364       $ 8,381,975

 Net increase (decrease) in net assets resulting from operations                             1,559,924        (4,167,251)

Capital shares transactions
   Net premiums                                                                                391,285           727,766
   Transfers of policy loans                                                                    (3,928)          (41,152)
   Transfers of cost of insurance                                                             (241,252)         (286,093)
   Transfers of surrenders                                                                    (152,553)         (193,014)
   Transfers of death benefits                                                                  (4,022)           (5,578)
   Transfers of other terminations                                                             (14,499)          (82,370)
   Interfund and net transfers to general account                                               55,939          (716,919)
                                                                                      ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                           30,970          (597,360)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,590,894        (4,764,611)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 5,208,258     $   3,617,364
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              36


Midland National Life Insurance Company
Separate Account A
Lord Abbett Series Fund, Inc. America Value Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 3,832
     10,192 shares (cost $124,128)            $ 122,203         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                            3,832
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 122,203         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                         1,050
                                                                                                        -----------------

                                                                                                                   1,050
                                                                                                        -----------------

                                                             Net investment income                                 2,782

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                  (3,917)
                                                              Net unrealized appreciation on
                                                               investments                                        24,258
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 23,123
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 74,280          $ 41,530

 Net increase (decrease) in net assets resulting from operations                                23,123           (21,337)

Capital shares transactions
   Net premiums                                                                                 19,936            24,724
   Transfers of policy loans                                                                        28              (408)
   Transfers of cost of insurance                                                               (6,251)           (3,470)
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               11,087            33,241
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      24,800            54,087
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   47,923            32,750
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 122,203      $     74,280
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              37


Midland National Life Insurance Company
Separate Account A
Alger American Fund LargeCap Growth Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 60,618
     282,568 shares (cost $9,739,958)      $ 10,963,637         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           60,618
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                 $ 10,963,637         Administrative expense                               434
                                         ---------------
                                                                Mortality and expense risk                        80,381
                                                                                                        -----------------

                                                                                                                  80,815
                                                                                                        -----------------

                                                             Net investment loss                                 (20,197)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (1,854,026)
                                                              Net unrealized appreciation on
                                                               investments                                     5,425,160
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 3,550,937
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 7,741,324      $ 14,673,255

 Net increase (decrease) in net assets resulting from operations                             3,550,937        (6,812,135)

Capital shares transactions
   Net premiums                                                                              1,450,905         2,624,585
   Transfers of policy loans                                                                   (20,734)         (129,219)
   Transfers of cost of insurance                                                             (678,030)         (725,016)
   Transfers of surrenders                                                                    (356,897)         (400,207)
   Transfers of death benefits                                                                 (14,960)          (27,255)
   Transfers of other terminations                                                             (52,318)          (48,542)
   Interfund and net transfers to general account                                             (656,590)       (1,414,142)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (328,624)         (119,796)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     3,222,313        (6,931,931)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                 $ 10,963,637     $   7,741,324
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              38


Midland National Life Insurance Company
Separate Account A
Alger American Fund MidCap Growth Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     606,722 shares (cost $6,152,976)       $ 6,479,792         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 6,479,792         Administrative expense                               194
                                         ---------------
                                                                Mortality and expense risk                        46,211
                                                                                                        -----------------

                                                                                                                  46,405
                                                                                                        -----------------

                                                             Net investment loss                                 (46,405)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (4,446,514)
                                                              Net unrealized appreciation on
                                                               investments                                     6,730,266
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 2,237,347
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,679,573      $ 11,389,000

 Net increase (decrease) in net assets resulting from operations                             2,237,347        (6,649,340)

Capital shares transactions
   Net premiums                                                                                520,161         1,297,084
   Transfers of policy loans                                                                      (414)         (102,770)
   Transfers of cost of insurance                                                             (297,993)         (477,236)
   Transfers of surrenders                                                                    (255,554)         (332,814)
   Transfers of death benefits                                                                  (5,358)          (11,730)
   Transfers of other terminations                                                             (34,367)          (48,032)
   Interfund and net transfers to general account                                             (363,603)         (384,589)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (437,128)          (60,087)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,800,219        (6,709,427)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 6,479,792     $   4,679,573
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              39


Midland National Life Insurance Company
Separate Account A
Alger American Fund Capital Appreciation Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     180,003 shares (cost $7,382,840)       $ 8,265,722         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 8,265,722         Administrative expense                               210
                                         ---------------
                                                                Mortality and expense risk                        59,585
                                                                                                        -----------------

                                                                                                                  59,795
                                                                                                        -----------------

                                                             Net investment loss                                 (59,795)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (526,498)
                                                              Net unrealized appreciation on
                                                               investments                                     3,434,056
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 2,847,763
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 5,996,510      $ 11,917,522

 Net increase (decrease) in net assets resulting from operations                             2,847,763        (5,289,845)

Capital shares transactions
   Net premiums                                                                                587,324         1,168,171
   Transfers of policy loans                                                                   (20,754)          (94,990)
   Transfers of cost of insurance                                                             (214,448)         (414,413)
   Transfers of surrenders                                                                    (349,482)         (631,801)
   Transfers of death benefits                                                                  (1,412)          (16,203)
   Transfers of other terminations                                                             (52,889)          (47,437)
   Interfund and net transfers to general account                                             (526,890)         (594,494)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (578,551)         (631,167)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     2,269,212        (5,921,012)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 8,265,722     $   5,996,510
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              40



Midland National Life Insurance Company
Separate Account A
Alger American Fund SmallCap Growth Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     232,003 shares (cost $5,924,565)       $ 5,934,640         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 5,934,640         Administrative expense                               175
                                         ---------------
                                                                Mortality and expense risk                        41,220
                                                                                                        -----------------

                                                                                                                  41,395
                                                                                                        -----------------

                                                             Net investment loss                                 (41,395)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (502,493)
                                                              Net unrealized appreciation on
                                                               investments                                     2,416,758
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,872,870
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,438,741       $ 9,606,349

 Net increase (decrease) in net assets resulting from operations                             1,872,870        (4,229,914)

Capital shares transactions
   Net premiums                                                                                445,246           723,436
   Transfers of policy loans                                                                   (37,153)          (47,917)
   Transfers of cost of insurance                                                             (271,653)         (350,257)
   Transfers of surrenders                                                                    (184,223)         (173,168)
   Transfers of death benefits                                                                 (16,169)          (12,288)
   Transfers of other terminations                                                             (19,827)          (48,508)
   Interfund and net transfers to general account                                             (293,192)       (1,028,992)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (376,971)         (937,694)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,495,899        (5,167,608)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 5,934,640     $   4,438,741
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              41


Midland National Life Insurance Company
Separate Account A
AIM Variable Insurance Funds Financial Services Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 16,818
     126,872 shares (cost $574,748)           $ 647,049         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           16,818
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 647,049         Administrative expense                                29
                                         ---------------
                                                                Mortality and expense risk                         4,346
                                                                                                        -----------------

                                                                                                                   4,375
                                                                                                        -----------------

                                                             Net investment income                                12,443

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (128,238)
                                                              Net unrealized appreciation on
                                                               investments                                       244,880
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 129,085
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 323,569       $ 1,352,748

 Net increase (decrease) in net assets resulting from operations                               129,085          (925,439)

Capital shares transactions
   Net premiums                                                                                258,313           235,640
   Transfers of policy loans                                                                      (801)            3,765
   Transfers of cost of insurance                                                              (60,552)          (71,861)
   Transfers of surrenders                                                                     (17,826)          (67,370)
   Transfers of death benefits                                                                  (2,221)             (485)
   Transfers of other terminations                                                              (3,945)           (4,251)
   Interfund and net transfers to general account                                               21,427          (199,178)
                                                                                      ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                          194,395          (103,740)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       323,480        (1,029,179)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 647,049      $    323,569
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              42


Midland National Life Insurance Company
Separate Account A
AIM Variable Insurance Funds Global Health Care Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 3,694
     73,375 shares (cost $926,801)          $ 1,164,469         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                            3,694
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 1,164,469         Administrative expense                                49
                                         ---------------
                                                                Mortality and expense risk                         9,049
                                                                                                        -----------------

                                                                                                                   9,098
                                                                                                        -----------------

                                                             Net investment loss                                  (5,404)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (541,714)
                                                              Net unrealized appreciation on
                                                               investments                                       789,890
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 242,772
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,125,638       $ 1,770,058

 Net increase (decrease) in net assets resulting from operations                               242,772          (483,991)

Capital shares transactions
   Net premiums                                                                                130,231           350,588
   Transfers of policy loans                                                                     2,140           (11,589)
   Transfers of cost of insurance                                                              (69,789)          (85,940)
   Transfers of surrenders                                                                     (51,289)         (154,627)
   Transfers of death benefits                                                                  (5,262)           (1,171)
   Transfers of other terminations                                                              (7,166)           (4,844)
   Interfund and net transfers to general account                                             (202,806)         (252,846)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (203,941)         (160,429)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                        38,831          (644,420)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 1,164,469     $   1,125,638
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              43


Midland National Life Insurance Company
Separate Account A
AIM Variable Insurance Funds International Growth Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 56,040
     165,172 shares (cost $3,830,349)       $ 4,296,126         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           56,040
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 4,296,126         Administrative expense                               192
                                         ---------------
                                                                Mortality and expense risk                        26,694
                                                                                                        -----------------

                                                                                                                  26,886
                                                                                                        -----------------

                                                             Net investment income                                29,154

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (772,916)
                                                              Net unrealized appreciation on
                                                               investments                                     1,741,761
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 997,999
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 2,711,172       $ 2,333,557

 Net increase (decrease) in net assets resulting from operations                               997,999        (1,555,878)

Capital shares transactions
   Net premiums                                                                                746,439         1,368,126
   Transfers of policy loans                                                                    (7,920)           (2,647)
   Transfers of cost of insurance                                                             (263,081)         (195,760)
   Transfers of surrenders                                                                     (44,438)          (28,502)
   Transfers of death benefits                                                                  (7,582)          (17,090)
   Transfers of other terminations                                                             (11,792)           (6,280)
   Interfund and net transfers to general account                                              175,329           815,646
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     586,955         1,933,493
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,584,954           377,615
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 4,296,126     $   2,711,172
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              44


Midland National Life Insurance Company
Separate Account A
Van Eck Worldwide Insurance Trust Worldwide Hard Assets Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 24,169
     471,965 shares (cost $12,389,140)     $ 13,809,699         Capital gains distributions                       47,928
                                                                                                        -----------------

Liabilities                                           -                                                           72,097
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                 $ 13,809,699         Administrative expense                               512
                                         ---------------
                                                                Mortality and expense risk                        88,056
                                                                                                        -----------------

                                                                                                                  88,568
                                                                                                        -----------------

                                                             Net investment loss                                 (16,471)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (2,219,352)
                                                              Net unrealized appreciation on
                                                               investments                                     6,788,424
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 4,552,601
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 7,541,921      $ 14,276,656

 Net increase (decrease) in net assets resulting from operations                             4,552,601        (6,864,358)

Capital shares transactions
   Net premiums                                                                              1,767,004         1,938,103
   Transfers of policy loans                                                                   (76,520)         (157,989)
   Transfers of cost of insurance                                                             (628,972)         (589,472)
   Transfers of surrenders                                                                    (242,834)         (663,752)
   Transfers of death benefits                                                                 (11,221)           (2,952)
   Transfers of other terminations                                                             (81,721)          (62,543)
   Interfund and net transfers to general account                                              989,441          (331,772)
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                   1,715,177           129,623
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     6,267,778        (6,734,735)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                 $ 13,809,699     $   7,541,921
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              45


Midland National Life Insurance Company
Separate Account A
Van Eck Worldwide Insurance Trust Worldwide Real Estate Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     0 shares (cost $0)                             $ -         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                          $ -         Administrative expense                                24
                                         ---------------
                                                                Mortality and expense risk                         7,513
                                                                                                        -----------------

                                                                                                                   7,537
                                                                                                        -----------------

                                                             Net investment loss                                  (7,537)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (696,393)
                                                              Net unrealized appreciation on
                                                               investments                                       948,423
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 244,493
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 883,177       $ 2,013,027

 Net increase (decrease) in net assets resulting from operations                               244,493        (1,125,291)

Capital shares transactions
   Net premiums                                                                                351,761           454,473
   Transfers of policy loans                                                                     5,306           (19,409)
   Transfers of cost of insurance                                                              (83,052)         (117,542)
   Transfers of surrenders                                                                     (30,777)          (53,956)
   Transfers of death benefits                                                                  (2,077)                -
   Transfers of other terminations                                                             (27,194)          (24,807)
   Interfund and net transfers to general account                                           (1,341,637)         (243,318)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                  (1,127,670)           (4,559)
                                                                                      ----------------- -----------------

 Total decrease in net assets                                                                 (883,177)       (1,129,850)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                          $ -      $    883,177
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              46


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust Total Return Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                              $ 1,215,072
     2,575,112 shares (cost $27,510,845)   $ 27,862,716         Capital gains distributions                      772,134
                                                                                                        -----------------

Liabilities                                           -                                                        1,987,206
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                 $ 27,862,716         Administrative expense                             1,519
                                         ---------------
                                                                Mortality and expense risk                       201,154
                                                                                                        -----------------

                                                                                                                 202,673
                                                                                                        -----------------

                                                             Net investment income                             1,784,533

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                  267,506
                                                              Net unrealized appreciation on
                                                               investments                                       608,913
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 2,660,952
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                           $ 22,479,921      $ 14,304,515

 Net increase in net assets resulting from operations                                        2,660,952           679,014

Capital shares transactions
   Net premiums                                                                              3,307,555         5,250,828
   Transfers of policy loans                                                                  (119,013)         (329,693)
   Transfers of cost of insurance                                                           (1,458,207)       (1,187,040)
   Transfers of surrenders                                                                  (1,329,635)         (879,136)
   Transfers of death benefits                                                                 (53,815)          (53,137)
   Transfers of other terminations                                                            (172,709)         (200,810)
   Interfund and net transfers to general account                                            2,547,667         4,895,380
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                   2,721,843         7,496,392
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                5,382,795         8,175,406
                                                                                      ----------------- -----------------

Net assets at end of year                                                                 $ 27,862,716    $   22,479,921
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              47


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust Low Duration Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 68,960
     207,952 shares (cost $2,109,913)       $ 2,102,392         Capital gains distributions                       94,214
                                                                                                        -----------------

Liabilities                                           -                                                          163,174
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,102,392         Administrative expense                                17
                                         ---------------
                                                                Mortality and expense risk                        11,805
                                                                                                        -----------------

                                                                                                                  11,822
                                                                                                        -----------------

                                                             Net investment income                               151,352

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                      201
                                                              Net unrealized appreciation on
                                                               investments                                        83,213
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 234,766
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,838,160       $ 1,774,207

 Net increase (decrease) in net assets resulting from operations                               234,766           (21,278)

Capital shares transactions
   Net premiums                                                                                161,945           236,149
   Transfers of policy loans                                                                    (5,371)          (10,677)
   Transfers of cost of insurance                                                              (80,363)          (79,788)
   Transfers of surrenders                                                                      (5,568)           (2,904)
   Transfers of death benefits                                                                  (4,480)                -
   Transfers of other terminations                                                              (1,942)          (14,497)
   Interfund and net transfers to general account                                              (34,755)          (43,052)
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      29,466            85,231
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  264,232            63,953
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,102,392     $   1,838,160
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              48


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust High Yield Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                $ 234,204
     328,106 shares (cost $2,293,377)       $ 2,388,610         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                          234,204
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,388,610         Administrative expense                                34
                                         ---------------
                                                                Mortality and expense risk                        23,056
                                                                                                        -----------------

                                                                                                                  23,090
                                                                                                        -----------------

                                                             Net investment income                               211,114

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                   65,038
                                                              Net unrealized appreciation on
                                                               investments                                       595,906
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 872,058
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,292,791       $ 1,829,459

 Net increase (decrease) in net assets resulting from operations                               872,058          (433,368)

Capital shares transactions
   Net premiums                                                                                187,719           198,585
   Transfers of policy loans                                                                   (28,104)          (11,167)
   Transfers of cost of insurance                                                             (161,980)          (77,631)
   Transfers of surrenders                                                                    (111,223)          (18,740)
   Transfers of death benefits                                                                  (3,391)                -
   Transfers of other terminations                                                             (36,833)          (56,018)
   Interfund and net transfers to general account                                              377,573          (138,329)
                                                                                      ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                          223,761          (103,300)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,095,819          (536,668)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,388,610     $   1,292,791
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              49


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust Real Return Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                $ 154,530
     451,137 shares (cost $5,596,613)       $ 5,612,147         Capital gains distributions                      210,539
                                                                                                        -----------------

Liabilities                                           -                                                          365,069
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 5,612,147         Administrative expense                               131
                                         ---------------
                                                                Mortality and expense risk                        37,064
                                                                                                        -----------------

                                                                                                                  37,195
                                                                                                        -----------------

                                                             Net investment income                               327,874

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                 (90,166)
                                                              Net unrealized appreciation on
                                                               investments                                       572,576
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 810,284
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,495,899       $ 4,087,737

 Net increase (decrease) in net assets resulting from operations                               810,284          (450,287)

Capital shares transactions
   Net premiums                                                                                647,680           702,932
   Transfers of policy loans                                                                    15,728           (20,766)
   Transfers of cost of insurance                                                             (250,813)         (248,454)
   Transfers of surrenders                                                                     (38,406)          (86,647)
   Transfers of death benefits                                                                 (22,477)          (18,418)
   Transfers of other terminations                                                             (15,644)          (37,818)
   Interfund and net transfers to general account                                              (30,104)          567,620
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     305,964           858,449
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,116,248           408,162
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 5,612,147     $   4,495,899
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              50


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust Stocks Plus Growth and Income
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     0 shares (cost $0)                             $ -         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                          $ -         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                             5
                                                                                                        -----------------

                                                                                                                       5
                                                                                                        -----------------

                                                             Net investment loss                                      (5)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                    (259)
                                                              Net unrealized depreciation on
                                                               investments                                           (44)
                                                                                                        -----------------

                                                             Net decrease in net assets resulting from
                                                             operations                                           $ (308)
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                $ 1,626               $ -

 Net (decrease) increase in net assets resulting from operations                                  (308)               42

Capital shares transactions
   Net premiums                                                                                      -             1,584
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                                    -                 -
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               (1,318)                -
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                           (1,318)            1,584
                                                                                      ----------------- -----------------

 Total (decrease) increase in net assets                                                        (1,626)            1,626
                                                                                      ----------------- -----------------

Net assets at end of year                                                                          $ -      $      1,626
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              51


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust Small Cap Stock Plus Total Return
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 1,098
     0 shares (cost $0)                             $ -         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                            1,098
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                          $ -         Administrative expense                                 2
                                         ---------------
                                                                Mortality and expense risk                           209
                                                                                                        -----------------

                                                                                                                     211
                                                                                                        -----------------

                                                             Net investment income                                   887

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                      333
                                                              Net unrealized appreciation on
                                                               investments                                           612
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 1,832
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 11,320               $ -

 Net increase in net assets resulting from operations                                            1,832                 5

Capital shares transactions
   Net premiums                                                                                (11,356)           11,550
   Transfers of policy loans                                                                      (209)                -
   Transfers of cost of insurance                                                               (1,510)             (235)
   Transfers of surrenders                                                                        (606)                -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                (477)                -
   Interfund and net transfers to general account                                                1,006                 -
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                          (13,152)           11,315
                                                                                      ----------------- -----------------

 Total (decrease) increase in net assets                                                       (11,320)           11,320
                                                                                      ----------------- -----------------

Net assets at end of year                                                                          $ -      $     11,320
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              52


Midland National Life Insurance Company
Separate Account A
Goldman Sachs Variable Insurance Trust Structured Small Cap Equity Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 26,269
     289,854 shares (cost $2,237,098)       $ 2,556,517         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           26,269
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,556,517         Administrative expense                                73
                                         ---------------
                                                                Mortality and expense risk                        17,500
                                                                                                        -----------------

                                                                                                                  17,573
                                                                                                        -----------------

                                                             Net investment income                                 8,696

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (634,087)
                                                              Net unrealized appreciation on
                                                               investments                                     1,164,177
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 538,786
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,825,680       $ 2,537,465

 Net increase (decrease) in net assets resulting from operations                               538,786          (929,603)

Capital shares transactions
   Net premiums                                                                                308,267           853,617
   Transfers of policy loans                                                                    (6,113)          (20,040)
   Transfers of cost of insurance                                                             (157,194)         (172,427)
   Transfers of surrenders                                                                     (35,277)          (52,684)
   Transfers of death benefits                                                                    (502)          (12,315)
   Transfers of other terminations                                                              (9,917)           (8,494)
   Interfund and net transfers to general account                                               92,787          (369,839)
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     192,051           217,818
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       730,837          (711,785)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,556,517     $   1,825,680
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              53


Midland National Life Insurance Company
Separate Account A
Goldman Sachs Variable Insurance Trust Growth & Income Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 66,192
     449,321 shares (cost $3,938,210)       $ 4,169,697         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           66,192
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 4,169,697         Administrative expense                               194
                                         ---------------
                                                                Mortality and expense risk                        26,566
                                                                                                        -----------------

                                                                                                                  26,760
                                                                                                        -----------------

                                                             Net investment income                                39,432

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (735,192)
                                                              Net unrealized appreciation on
                                                               investments                                     1,313,002
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 617,242
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 2,757,610       $ 1,777,607

 Net increase (decrease) in net assets resulting from operations                               617,242        (1,154,419)

Capital shares transactions
   Net premiums                                                                                809,272         1,312,466
   Transfers of policy loans                                                                   (19,351)           (3,589)
   Transfers of cost of insurance                                                             (270,925)         (166,083)
   Transfers of surrenders                                                                     (54,837)          (24,415)
   Transfers of death benefits                                                                 (11,311)          (17,281)
   Transfers of other terminations                                                             (13,029)           (5,840)
   Interfund and net transfers to general account                                              355,026         1,039,164
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     794,845         2,134,422
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,412,087           980,003
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 4,169,697     $   2,757,610
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              54


Midland National Life Insurance Company
Separate Account A
Neuberger Berman Advisors Management Trust Regency Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 1,084
     7,528 shares (cost $92,017)               $ 92,288         Capital gains distributions                        1,284
                                                                                                        -----------------

Liabilities                                           -                                                            2,368
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 92,288         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                         1,118
                                                                                                        -----------------

                                                                                                                   1,118
                                                                                                        -----------------

                                                             Net investment income                                 1,250

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (202,645)
                                                              Net unrealized appreciation on
                                                               investments                                       223,726
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 22,331
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 258,257         $ 531,953

 Net increase (decrease) in net assets resulting from operations                                22,331          (228,661)

Capital shares transactions
   Net premiums                                                                                 21,325            33,144
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                               (7,917)          (13,089)
   Transfers of surrenders                                                                      (3,516)           (2,597)
   Transfers of death benefits                                                                  (1,822)                -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                             (196,370)          (62,493)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (188,300)          (45,035)
                                                                                      ----------------- -----------------

 Total decrease in net assets                                                                 (165,969)         (273,696)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 92,288      $    258,257
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              55


Midland National Life Insurance Company
Separate Account A
Premier VIT NACM Small Cap Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                    $ 196
     20,299 shares (cost $314,773)            $ 314,436         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                              196
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 314,436         Administrative expense                                21
                                         ---------------
                                                                Mortality and expense risk                         3,280
                                                                                                        -----------------

                                                                                                                   3,301
                                                                                                        -----------------

                                                             Net investment loss                                  (3,105)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (143,780)
                                                              Net unrealized appreciation on
                                                               investments                                       200,329
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 53,444
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 332,420         $ 385,849

 Net increase (decrease) in net assets resulting from operations                                53,444          (210,026)

Capital shares transactions
   Net premiums                                                                                 79,979           189,207
   Transfers of policy loans                                                                     1,442              (102)
   Transfers of cost of insurance                                                              (14,091)          (23,241)
   Transfers of surrenders                                                                      (2,735)          (19,726)
   Transfers of death benefits                                                                  (3,639)                -
   Transfers of other terminations                                                                (793)             (213)
   Interfund and net transfers to general account                                             (131,591)           10,672
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                          (71,428)          156,597
                                                                                      ----------------- -----------------

 Total decrease in net assets                                                                  (17,984)          (53,429)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 314,436      $    332,420
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              56


Midland National Life Insurance Company
Separate Account A
ProFunds VP Japan
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                    $ 411
     3,884 shares (cost $48,058)               $ 52,902         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                              411
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 52,902         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                           500
                                                                                                        -----------------

                                                                                                                     500
                                                                                                        -----------------

                                                             Net investment loss                                     (89)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    1,681
                                                              Net unrealized appreciation on
                                                               investments                                         2,045
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 3,637
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 61,897          $ 70,629

 Net increase (decrease) in net assets resulting from operations                                 3,637           (39,323)

Capital shares transactions
   Net premiums                                                                                  7,578            24,950
   Transfers of policy loans                                                                         -             4,081
   Transfers of cost of insurance                                                               (6,041)           (6,730)
   Transfers of surrenders                                                                      (1,305)             (136)
   Transfers of death benefits                                                                     (77)                -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                              (12,787)            8,426
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                          (12,632)           30,591
                                                                                      ----------------- -----------------

 Total decrease in net assets                                                                   (8,995)           (8,732)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 52,902      $     61,897
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              57


Midland National Life Insurance Company
Separate Account A
ProFunds VP Oil & Gas
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     38,649 shares (cost $1,474,663)        $ 1,532,031         Capital gains distributions                      150,438
                                                                                                        -----------------

Liabilities                                           -                                                          150,438
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 1,532,031         Administrative expense                                95
                                         ---------------
                                                                Mortality and expense risk                        10,462
                                                                                                        -----------------

                                                                                                                  10,557
                                                                                                        -----------------

                                                             Net investment income                               139,881

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (495,990)
                                                              Net unrealized appreciation on
                                                               investments                                       527,590
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 171,481
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 943,914         $ 357,927

 Net increase (decrease) in net assets resulting from operations                               171,481          (568,086)

Capital shares transactions
   Net premiums                                                                                246,319           584,131
   Transfers of policy loans                                                                   (22,411)           (8,093)
   Transfers of cost of insurance                                                              (90,267)          (58,563)
   Transfers of surrenders                                                                     (13,416)          (61,440)
   Transfers of death benefits                                                                     (93)                -
   Transfers of other terminations                                                             (20,665)             (602)
   Interfund and net transfers to general account                                              317,169           698,640
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     416,636         1,154,073
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  588,117           585,987
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 1,532,031      $    943,914
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              58


Midland National Life Insurance Company
Separate Account A
ProFunds VP Small-Cap
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                    $ 457
     9,901 shares (cost $191,530)             $ 221,592         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                              457
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 221,592         Administrative expense                                42
                                         ---------------
                                                                Mortality and expense risk                         1,672
                                                                                                        -----------------

                                                                                                                   1,714
                                                                                                        -----------------

                                                             Net investment loss                                  (1,257)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    8,107
                                                              Net unrealized appreciation on
                                                               investments                                        56,354
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 63,204
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 158,936          $ 53,582

 Net increase (decrease) in net assets resulting from operations                                63,204           (32,725)

Capital shares transactions
   Net premiums                                                                                100,616            26,384
   Transfers of policy loans                                                                       668                 -
   Transfers of cost of insurance                                                              (21,706)           (6,185)
   Transfers of surrenders                                                                     (12,657)             (356)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                              (1,278)                -
   Interfund and net transfers to general account                                              (66,191)          118,236
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                             (548)          138,079
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   62,656           105,354
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 221,592      $    158,936
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              59


Midland National Life Insurance Company
Separate Account A
ProFunds VP Ultra Mid-Cap
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                     $ 67
     9,381 shares (cost $143,245)             $ 172,244         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                               67
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 172,244         Administrative expense                                15
                                         ---------------
                                                                Mortality and expense risk                           986
                                                                                                        -----------------

                                                                                                                   1,001
                                                                                                        -----------------

                                                             Net investment loss                                    (934)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                   29,343
                                                              Net unrealized appreciation on
                                                               investments                                        38,667
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 67,076
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 71,736         $ 125,780

 Net increase (decrease) in net assets resulting from operations                                67,076          (111,304)

Capital shares transactions
   Net premiums                                                                                 19,472            18,855
   Transfers of policy loans                                                                      (616)            3,988
   Transfers of cost of insurance                                                              (10,794)          (10,471)
   Transfers of surrenders                                                                      (4,890)           (2,155)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                (984)              (85)
   Interfund and net transfers to general account                                               31,244            47,128
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      33,432            57,260
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       100,508           (54,044)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 172,244      $     71,736
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              60


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Balanced
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 12,783
     23,562 shares (cost $367,857)            $ 408,802         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           12,783
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 408,802         Administrative expense                                 1
                                         ---------------
                                                                Mortality and expense risk                         1,860
                                                                                                        -----------------

                                                                                                                   1,861
                                                                                                        -----------------

                                                             Net investment income                                10,922

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                  (8,199)
                                                              Net unrealized appreciation on
                                                               investments                                        71,304
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 74,027
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 217,908               $ -

 Net increase (decrease) in net assets resulting from operations                                74,027           (33,788)

Capital shares transactions
   Net premiums                                                                                 49,853            57,025
   Transfers of policy loans                                                                       712                48
   Transfers of cost of insurance                                                              (19,519)           (5,246)
   Transfers of surrenders                                                                     (10,328)                -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                              (7,547)                -
   Interfund and net transfers to general account                                              103,696           199,869
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     116,867           251,696
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  190,894           217,908
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 408,802      $    217,908
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              61


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Total Bond Market Index
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 18,228
     12,395 shares (cost $143,744)            $ 145,893         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           18,228
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 145,893         Administrative expense                                47
                                         ---------------
                                                                Mortality and expense risk                         1,936
                                                                                                        -----------------

                                                                                                                   1,983
                                                                                                        -----------------

                                                             Net investment income                                16,245

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    1,104
                                                              Net unrealized depreciation on
                                                               investments                                       (10,334)
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 7,015
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 402,638               $ -

 Net increase in net assets resulting from operations                                            7,015            11,901

Capital shares transactions
   Net premiums                                                                                211,611            14,639
   Transfers of policy loans                                                                     1,245                60
   Transfers of cost of insurance                                                              (26,597)           (4,730)
   Transfers of surrenders                                                                      (4,166)                -
   Transfers of death benefits                                                                    (108)                -
   Transfers of other terminations                                                              (1,002)                -
   Interfund and net transfers to general account                                             (444,743)          380,768
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                         (263,760)          390,737
                                                                                      ----------------- -----------------

 Total (decrease) increase in net assets                                                      (256,745)          402,638
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 145,893      $    402,638
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              62


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds High Yield Bond
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 8,921
     31,360 shares (cost $208,398)            $ 233,944         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                            8,921
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 233,944         Administrative expense                                22
                                         ---------------
                                                                Mortality and expense risk                           927
                                                                                                        -----------------

                                                                                                                     949
                                                                                                        -----------------

                                                             Net investment income                                 7,972

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    5,049
                                                              Net unrealized appreciation on
                                                               investments                                        25,375
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 38,396
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 10,268               $ -

 Net increase in net assets resulting from operations                                           38,396                96

Capital shares transactions
   Net premiums                                                                                 27,862             1,032
   Transfers of policy loans                                                                      (137)                -
   Transfers of cost of insurance                                                              (17,862)             (147)
   Transfers of surrenders                                                                      (5,132)              (12)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                 (42)                -
   Interfund and net transfers to general account                                              180,591             9,299
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     185,280            10,172
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  223,676            10,268
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 233,944      $     10,268
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              63


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds International
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 70,039
     207,938 shares (cost $2,616,756)       $ 3,339,477         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           70,039
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 3,339,477         Administrative expense                               154
                                         ---------------
                                                                Mortality and expense risk                        17,565
                                                                                                        -----------------

                                                                                                                  17,719
                                                                                                        -----------------

                                                             Net investment income                                52,320

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (199,323)
                                                              Net unrealized appreciation on
                                                               investments                                       992,944
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 845,941
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,252,399               $ -

 Net increase (decrease) in net assets resulting from operations                               845,941          (405,644)

Capital shares transactions
   Net premiums                                                                                748,739           544,598
   Transfers of policy loans                                                                   (25,830)            7,022
   Transfers of cost of insurance                                                             (179,585)          (33,326)
   Transfers of surrenders                                                                     (43,535)          (10,219)
   Transfers of death benefits                                                                 (11,728)                -
   Transfers of other terminations                                                             (47,566)           (1,281)
   Interfund and net transfers to general account                                              800,642         1,151,249
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                   1,241,137         1,658,043
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                2,087,078         1,252,399
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 3,339,477     $   1,252,399
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              64


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Mid-Cap Index
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 19,264
     160,876 shares (cost $1,510,966)       $ 1,933,730         Capital gains distributions                       48,159
                                                                                                        -----------------

Liabilities                                           -                                                           67,423
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 1,933,730         Administrative expense                                75
                                         ---------------
                                                                Mortality and expense risk                         9,931
                                                                                                        -----------------

                                                                                                                  10,006
                                                                                                        -----------------

                                                             Net investment income                                57,417

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (173,625)
                                                              Net unrealized appreciation on
                                                               investments                                       624,499
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 508,291
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 786,714               $ -

 Net increase (decrease) in net assets resulting from operations                               508,291          (288,477)

Capital shares transactions
   Net premiums                                                                                405,844           342,684
   Transfers of policy loans                                                                      (969)            4,996
   Transfers of cost of insurance                                                             (112,903)          (23,388)
   Transfers of surrenders                                                                     (25,045)           (8,493)
   Transfers of death benefits                                                                  (8,365)                -
   Transfers of other terminations                                                              (4,329)             (822)
   Interfund and net transfers to general account                                              384,492           760,214
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     638,725         1,075,191
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,147,016           786,714
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 1,933,730      $    786,714
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              65


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds REIT Index
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 7,264
     50,160 shares (cost $286,634)            $ 416,328         Capital gains distributions                        9,699
                                                                                                        -----------------

Liabilities                                           -                                                           16,963
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 416,328         Administrative expense                                 1
                                         ---------------
                                                                Mortality and expense risk                         1,867
                                                                                                        -----------------

                                                                                                                   1,868
                                                                                                        -----------------

                                                             Net investment income                                15,095

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                 (67,869)
                                                              Net unrealized appreciation on
                                                               investments                                       166,185
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 113,411
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 115,341               $ -

 Net increase (decrease) in net assets resulting from operations                               113,411           (56,369)

Capital shares transactions
   Net premiums                                                                                101,937            53,841
   Transfers of policy loans                                                                    (6,083)             (750)
   Transfers of cost of insurance                                                              (23,092)           (5,458)
   Transfers of surrenders                                                                      (4,993)           (1,218)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                (521)                -
   Interfund and net transfers to general account                                              120,328           125,295
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     187,576           171,710
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  300,987           115,341
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 416,328      $    115,341
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              66


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Small Company Growth
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 14,117
     161,671 shares (cost $1,772,665)       $ 2,176,091         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           14,117
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,176,091         Administrative expense                                74
                                         ---------------
                                                                Mortality and expense risk                        11,687
                                                                                                        -----------------

                                                                                                                  11,761
                                                                                                        -----------------

                                                             Net investment income                                 2,356

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (115,548)
                                                              Net unrealized appreciation on
                                                               investments                                       661,542
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 548,350
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 946,871               $ -

 Net increase (decrease) in net assets resulting from operations                               548,350          (319,856)

Capital shares transactions
   Net premiums                                                                                439,502           319,792
   Transfers of policy loans                                                                      (852)            5,289
   Transfers of cost of insurance                                                             (125,348)          (28,270)
   Transfers of surrenders                                                                     (21,294)           (6,385)
   Transfers of death benefits                                                                  (8,010)                -
   Transfers of other terminations                                                              (5,478)             (463)
   Interfund and net transfers to general account                                              402,350           976,764
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     680,870         1,266,727
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,229,220           946,871
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,176,091      $    946,871
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              67


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Short Term Investment Grade
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 12,263
     62,409 shares (cost $629,358)            $ 670,277         Capital gains distributions                        1,488
                                                                                                        -----------------

Liabilities                                           -                                                           13,751
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 670,277         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                         3,775
                                                                                                        -----------------

                                                                                                                   3,775
                                                                                                        -----------------

                                                             Net investment income                                 9,976

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    8,787
                                                              Net unrealized appreciation on
                                                               investments                                        40,872
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 59,635
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                $ 9,432               $ -

 Net increase in net assets resulting from operations                                           59,635                30

Capital shares transactions
   Net premiums                                                                                 56,636               819
   Transfers of policy loans                                                                    (6,391)                -
   Transfers of cost of insurance                                                              (31,436)             (135)
   Transfers of surrenders                                                                     (35,858)                -
   Transfers of death benefits                                                                    (102)                -
   Transfers of other terminations                                                                (391)                -
   Interfund and net transfers to general account                                              618,752             8,718
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     601,210             9,402
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  660,845             9,432
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 670,277      $      9,432
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              68


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Total Stock Market Index
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 8,786
     18,977 shares (cost $330,857)            $ 412,374         Capital gains distributions                       17,642
                                                                                                        -----------------

Liabilities                                           -                                                           26,428
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 412,374         Administrative expense                               156
                                         ---------------
                                                                Mortality and expense risk                         3,006
                                                                                                        -----------------

                                                                                                                   3,162
                                                                                                        -----------------

                                                             Net investment income                                23,266

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                  (2,829)
                                                              Net unrealized appreciation on
                                                               investments                                        78,831
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 99,268
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 78,662               $ -

 Net increase (decrease) in net assets resulting from operations                                99,268            (5,201)

Capital shares transactions
   Net premiums                                                                                 43,610            13,138
   Transfers of policy loans                                                                    (4,002)                -
   Transfers of cost of insurance                                                              (38,713)             (913)
   Transfers of surrenders                                                                      (6,534)           (2,262)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                (482)                -
   Interfund and net transfers to general account                                              240,565            73,900
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     234,444            83,863
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  333,712            78,662
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 412,374      $     78,662
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              69


Midland National Life Insurance Company
Separate Account A
Notes to Financial Statements
------------------------------------------------------------------------------------------------------------------------



1.      Organization and Significant Accounting Policies


        Organization
        Midland National Life Separate Account A ("Separate Account"), a unit
        investment trust pursuant to the provisions of the Investment Company
        Act of 1940 as amended, is a segregated investment account of Midland
        National Life Insurance Company (the "Company") in accordance with the
        provisions of the Iowa Insurance laws. The assets and liabilities of the
        Separate Account are clearly identified and distinguished from the other
        assets and liabilities of the Company. The Separate Account is used to
        fund variable universal life insurance policies of the Company. The
        Separate Account consists of twelve insurance products, each with
        different characteristics. The dates in which products were introduced
        result in different product groups. Sammons Securities Corporation, an
        affiliate, serves as the underwriter of the variable products.


        Investments
        The Separate Account invests in specified portfolios of Fidelity
        Variable Insurance Products Fund I ("VIPF"), Fidelity Variable Insurance
        Products Fund II, Fidelity Variable Insurance Products Fund III,
        American Century Variable Portfolios, Inc., MFS Variable Insurance
        Trust, Lord Abbett Series Fund, Inc., Alger American Fund, AIM Variable
        Insurance Funds, Van Eck Worldwide Insurance Trust ("Van Eck"), PIMCO
        Variable Insurance Trust ("PIMCO"), Goldman Sachs Variable Insurance
        Trust, Neuberger Berman Advisors Management Trust, Premier VIT, ProFunds
        VP and Vanguard Variable Insurance Funds ("Vanguard"), (collectively
        "the Funds"), each diversified open-end management companies registered
        under the Investment Company Act of 1940, as directed by participants.


        The VIPF Freedom Income, VIPF Freedom 2010, VIPF Freedom 2015, VIPF
        Freedom 2020, VIPF Freedom 2025, VIPF Freedom 2030, PIMCO Overseas,
        PIMCO Small Cap Stocks plus Total Return, Vanguard Balanced, Vanguard
        Total Bond Market Index, Vanguard High Yield Bond, Vanguard
        International, Vanguard Mid-Cap Index, Vanguard REIT Index, Vanguard
        Small Company Growth, Vanguard Short Term Investment Grade, and Vanguard
        Total Stock Market Index were introduced effective May 1, 2008. All
        other portfolios have been in existence for more than two years.


        Effective July 17, 2009, the PIMCO Stocks Plus Growth and Income Fund
        was liquidated. The plan of liquidation and dissolution was approved by
        the Board of Trustees of the PIMCO Variable Insurance Trust. All
        policyowners were given the opportunity to transfer any values in this
        fund to any other option(s) of their choice without incurring a transfer
        charge.


        Effective November 20, 2009, the PIMCO Small Cap Stocks Plus Total
        Return Fund was liquidated. The plan of liquidation and dissolution was
        approved by the Board of Trustees of the PIMCO Variable Insurance Trust.
        All policyowners were given the opportunity to transfer any values in
        this fund to any other option(s) of their choice without incurring a
        transfer charge.


        Effective December 8, 2009, the Van Eck Worldwide Real Estate Fund was
        liquidated. The plan of liquidation and dissolution was approved by the
        Board of Trustees of Van Eck Worldwide Insurance Trust. All policyowners
        were given the opportunity to transfer any values in this fund to any
        other option(s) of their choice without incurring a transfer charge.


        Investments in shares of the Funds are valued at the net asset values
        (fair values) of the respective portfolios of the Funds corresponding to
        the investment portfolios of the Separate Account. Investment
        transactions are recorded on the trade date (the date the order to buy
        or sell is executed). Dividends are automatically reinvested in shares
        of the Funds.


        Beginning in the year ended December 31, 2008, the Company adopted the
        authoritative guidance for fair value measurements and the fair value
        option for financial assets and financial liabilities as issued by the
        Financial Accounting Standards Board (FASB). The FASB guidance on fair
        value measurements defines fair value, establishes a framework for
        measuring fair value and expands the required disclosures about fair
        value measurements. Per the guidance, fair value is based on an exit
        price, which is the price that would be received to sell an asset or
        paid to transfer a liability in an orderly transaction between market
        participants at the measurement date. The fair value guidance also
        establishes a hierarchal disclosure framework which prioritizes and
        ranks the level of market price observability used in measuring
        financial instruments at fair value. Market price observability is
        affected by a number of factors, including the type of instrument and
        the characteristics specific to the instrument. Financial instruments
        with readily available active quoted prices or for which fair value can
        be measured from actively quoted prices generally will have a higher
        degree of market price observability and a lesser degree of judgment
        used in measuring fair value.


        The Company determines the fair value of its investments, in the absence
        of observable market prices, using the valuation methodologies described
        below applied on a consistent basis. For some investments, market
        activity may be minimal or nonexistent and management's determination of
        fair value is then based on the best information available in the
        circumstances and may incorporate management's own assumptions, which
        involves a significant degree of judgment.


        Financial instruments measured and reported at fair value are classified
        and disclosed in one of the following categories.


        Level 1 - Quoted prices are available in active markets for identical
        financial instruments as of the reporting date. The types of financial
        instruments included in Level 1 are mutual funds. As required by the
        fair value measurements guidance, the Company does not adjust the quoted
        price for these financial instruments, even in situations where it holds
        a large position and a sale could reasonably impact the quoted price.


        Level 2 - Fair values are based on quoted prices for similar assets or
        liabilities in active and inactive markets. Inactive markets involve few
        transactions for similar assets or liabilities and the prices are not
        current or price quotations vary substantially over time or among market
        makers, which would include some broker quotes. Level 2 inputs also
        include corroborated market data such as interest rate spreads, yield
        curves, volatilities, prepayment speeds, credit risks and default rates.
        The Company does not hold any Level 2 securities in the Separate
        Account.


        Level 3 - Pricing inputs are unobservable for the financial instrument
        and include situations where there is little, if any, market activity
        for the financial instrument. These inputs may reflect the Company's
        estimates of the assumptions that market participants would use in
        valuing the financial instruments. The Company does not hold any Level 3
        securities in the Separate Account


        In certain cases, the inputs used to measure fair value may fall into
        different levels of the fair value hierarchy. In such cases, a financial
        instrument's level within the fair value hierarchy is based on the
        lowest level of input that is significant to the fair value measurement.
        The assessment of the significance of a particular input to the fair
        value measurement in its entirety requires judgment and considers
        factors specific to the financial instrument


                                                   December 31, 2009
                         ----------------------------------------------------------------------
                          Quoted prices      Significant
                            in active           other          Significant
                           markets for       observable       unobservable
                         identical assets      inputs            inputs
                            (Level 1)         (Level 2)         (Level 3)           Total
Assets
Separate account assets    $ 437,182,035                 -                 -     $ 437,182,035
                         ----------------  ----------------  ----------------  ----------------


        The first-in, first-out ("FIFO") method is used to determine realized
        gains and losses on investments. Dividend and capital gain distributions
        are recorded as income on the ex-dividend date.


        Federal Income Taxes
        The operations of the Separate Account are included in the federal
        income tax return of the Company. Under the provisions of the policies,
        the Company has the right to charge the Separate Account for federal
        income tax attributable to the Separate Account. No charge is currently
        being made against the Separate Account for such tax since, under
        current law, the Company pays no tax on investment income and capital
        gains reflected in variable life policy reserves. However, the Company
        retains the right to charge for any federal income tax incurred which is
        attributable to the Separate Account if the law is changed. Charges for
        state and local taxes, if any, attributable to the Separate Account may
        also be made.


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


        Subsequent Events
        Effective April 16, 2010, the Premier VIT NACM Small Cap Fund was
        liquidated. The plan of liquidation and dissolution was approved by the
        Board of Trustees of Premier VIT. All policy owners were given the
        opportunity to transfer any values in this fund to any other option(s)
        of their choice without incurring a transfer charge. Transfer or premium
        payments not redirected by March 11, 2010 were transferred to the
        Fidelity VIPF Money Market Portfolio.


2.      Expenses and Related Party Transactions


        The Company is compensated for certain expenses as described below. The
        rates of each applicable charge are described in the Separate Account's
        prospectus.


        o       A contract administration fee is charged to cover the Company's
                record keeping and other administrative expenses incurred to
                operate the Separate Account. This fee is allocated to the
                individual portfolios of the Funds based on the net asset value
                of the portfolios in proportion to the total net asset value of
                the Separate Account.


        o       A mortality and expense risk fee is charged in return for the
                Company's assumption of risks associated with adverse mortality
                experience or excess administrative expenses in connection with
                policies issued. This fee is charged directly to the individual
                portfolios of the Funds based on the net asset value of the
                portfolio.


        o       A transfer charge is imposed on each transfer between portfolios
                of the Separate Account in excess of a stipulated number of
                transfers in any one contract year. A deferred sales charge may
                be imposed in the event of a full or partial withdrawal within
                the stipulated number of years.


        o       A sales and premium tax charge is deducted from each premium
                payment made prior to deposit into the Separate Account. Total
                deductions from gross contract premiums received by the Company
                were $3,099,800 and $4,395,056 in 2009 and 2008, respectively.


3.      Purchases and Sales of Investment Securities


        The aggregate cost of purchases and proceeds from sales of investments
        for the years ended December 31, 2009 and 2008, were as follows:


                                                         2009                            2008
                                            ------------------------------- -------------------------------
Portfolio                                        Purchases         Sales         Purchases         Sales

Fidelity Variable Insurance Products
 Fund I
   Money Market Portfolio                     $ 23,603,175    $ 25,155,519    $ 15,377,928    $ 11,716,136
   High Income Portfolio                         4,618,748       2,857,555       1,938,151       1,754,370
   Equity-Income Portfolio                       6,068,668       7,615,046       4,765,333       7,275,695
   Growth Portfolio                             13,888,173      12,547,263       9,016,849      13,315,484
   Overseas Portfolio                           21,278,893      20,853,956       6,325,958       4,998,264
   Mid Cap Portfolio                            11,417,584      12,137,604       8,492,913       6,572,226
   Freedom Income Portfolio                         19,261           2,001          20,819               -
   Freedom 2010 Portfolio                           47,226           4,805               -               -
   Freedom 2015 Portfolio                              293             262             330             168
   Freedom 2020 Portfolio                           34,433          15,999          34,003          23,802
   Freedom 2025 Portfolio                            2,865           1,382           4,616             557
   Freedom 2030 Portfolio                           76,338          40,822          73,596          21,481
Fidelity Variable Insurance Products
 Fund II
   Asset Manager Portfolio                       1,590,495       2,031,341       2,467,713       2,288,917
   Investment Grade Bond Portfolio               5,568,201       4,920,357       5,055,239       3,740,060
   Index 500 Portfolio                          19,113,449      19,441,389      15,682,404      15,963,043
   Contrafund Portfolio                         13,645,010      15,905,961      11,127,332      12,540,598
   Asset Manager: Growth Portfolio               1,273,758       1,571,748         865,713       1,337,867
Fidelity Variable Insurance Products
 Fund III
   Balanced Portfolio                            1,251,052       1,338,424       1,170,057       1,096,759
   Growth & Income Portfolio                     3,134,835       3,443,596       3,001,427       2,892,500
   Growth Opportunities Portfolio                3,061,101       3,357,734       1,702,735       2,301,833
American Century Variable
 Portfolios, Inc.
   Balanced Fund                                   741,399       1,023,563         874,279         837,113
   Capital Appreciation Fund                     5,677,912       6,092,608       2,638,167       2,580,368
   International Fund                            5,955,698       6,624,274       7,426,139       7,582,562
   Value Fund                                    7,692,445       7,117,502       9,223,835       6,287,426
   Income & Growth Fund                          1,073,821       1,165,469         809,528         712,472
MFS Variable Insurance Trust
   Growth Series                                13,529,484      10,625,921       2,345,123       3,259,898
   Investors Trust Series                          629,743         690,166         391,314         397,980
   New Discovery Series                         13,887,253      17,078,747       4,411,267       2,392,387
   Research Series                               1,289,231       1,695,627         883,759       1,461,233
   Total Return Series                             100,618          65,480          75,496          12,811
   Utilities Series                              1,612,235         777,513       1,827,013         517,906
Lord Abbett Series Fund, Inc.
   Growth and Income Portfolio                   2,814,522       3,257,073       2,907,324       3,570,107
   Mid-Cap Value Portfolio                       3,696,936       4,818,359       5,517,755       6,271,658
   International Portfolio                       1,728,006       1,664,832       1,724,758       2,201,951
   America Value Portfolio                          55,766          28,184          69,473          10,219
Alger American Fund
   LargeCap Growth Portfolio                     4,034,816       4,383,636       5,148,877       5,345,166
   MidCap Growth Portfolio                       2,606,652       3,090,185       5,144,430       2,441,228
   Capital Appreciation Portfolio                2,732,424       3,370,770       2,803,556       3,515,001
   SmallCap Growth Portfolio                     1,265,068       1,683,435       2,023,714       2,921,184
AIM Variable Insurance Funds
   Financial Services Fund                         947,534         740,696       2,237,589       2,347,963
   Global Health Care Fund                         642,970         852,315       1,376,817       1,239,423
   International Growth Fund                     2,145,965       1,529,856       2,999,283       1,022,266
Van Eck Worldwide Insurance Trust
   Worldwide Hard Assets Fund                    6,179,670       4,480,964       9,881,493       7,800,665
   Worldwide Real Estate Fund                      741,667       1,876,873       1,308,886         971,326
PIMCO Variable Insurance Trust
   Total Return Portfolio                       24,616,940      20,110,563      17,727,253       9,053,888
   Low Duration Portfolio                          399,861         219,043         556,748         375,837
   High Yield Portfolio                          9,510,391       9,075,461         495,671         479,230
   Real Return Portfolio                         2,534,636       1,900,798       3,325,012       2,323,461
   Stocks Plus Growth and Income                     1,495           2,818           1,584               2
   Small Cap Stocks Plus Total Return               53,042          65,307          12,363             313
Goldman Sachs Variable Insurance Trust
   Structured Small Cap Equity Fund              1,259,620       1,058,874       1,496,865       1,280,289
   Growth & Income Fund                          2,169,250       1,334,974       2,937,017         751,520
Neuberger Berman Advisors Management Trust
   Regency Portfolio                                60,855         247,904          45,045          87,974
Premier VIT
   NACM Small Cap Portfolio                        244,739         319,272         465,292         230,247
ProFunds VP
   Japan                                           103,642         116,362         165,512         124,427
   Oil & Gas                                     1,496,265         939,749       2,047,570         807,224
   Small-Cap                                       418,951         420,756         175,137          30,941
   Ultra Mid-Cap                                   326,821         294,324         154,177          96,513
Vanguard Variable Insurance Funds
   Balanced                                        193,362          65,572         269,257          18,032
   Total Bond Market Index                         467,878         715,394         412,174          21,894
   High Yield Bond                                 324,774         131,522          10,800             638
   International                                 2,600,307       1,306,850       1,893,396         239,122
   Mid-Cap Index                                 1,255,900         559,759       1,236,414         163,798
   REIT Index                                      349,834         147,164         217,292          46,031
   Small Company Growth                          1,473,626         790,400       1,417,143         153,709
   Short Term Investment Grade                     915,096         303,909           9,559             169
   Total Stock Market Index                        578,803         321,092         130,879          47,140
                                            --------------- --------------- --------------- ---------------
                                              $262,831,481    $258,424,679    $196,375,151    $169,872,472
                                            --------------- --------------- --------------- ---------------

4.      Summary of Changes from Unit Transactions


        Transactions in units for the years ended December 31, 2009 and 2008, were as follows:


                                                                 2009                                        2008
                                               ------------------------------------------  ------------------------------------------
                                                                           Net Increase/                               Net Increase/
Portfolio                                      Purchases       Sales        (Decrease)     Purchases        Sales       (Decrease)

Fidelity Variable Insurance Products
 Fund I
   Money Market Portfolio                       1,563,353     1,670,936       (107,583)     1,063,743        802,781       260,962
   High Income Portfolio                          322,423       193,756        128,667        118,808        128,095        (9,287)
   Equity-Income Portfolio                        304,732       406,669       (101,937)       307,134        369,088       (61,954)
   Growth Portfolio                             1,403,119       932,416        470,703        810,867        771,360        39,507
   Overseas Portfolio                           1,751,974     1,721,286         30,688        275,650        288,046       (12,396)
   Mid Cap Portfolio                              766,412       764,291          2,121        273,150        359,618       (86,468)
   Freedom Income Portfolio                         1,980           228          1,752          2,340              -         2,340
   Freedom 2010 Portfolio                           5,843           685          5,158              -              -             -
   Freedom 2015 Portfolio                          16,567        16,563              4             38             21            17
   Freedom 2020 Portfolio                           3,002           657          2,345          3,832          3,338           494
   Freedom 2025 Portfolio                           1,082           877            205            459             77           382
   Freedom 2030 Portfolio                          10,118         5,137          4,981          8,111          2,473         5,638
Fidelity Variable Insurance Products
 Fund II
   Asset Manager Portfolio                         72,173        98,241        (26,068)        96,586        114,737       (18,151)
   Investment Grade Bond Portfolio                238,842       243,371         (4,529)       268,819        203,217        65,602
   Index 500 Portfolio                          1,431,349     1,282,383        148,966      1,308,750      1,136,314       172,436
   Contrafund Portfolio                           766,741       699,151         67,590        634,379        577,919        56,460
   Asset Manager: Growth Portfolio                 80,756        97,307        (16,551)        94,236         99,706        (5,470)
Fidelity Variable Insurance Products
 Fund III
   Balanced Portfolio                              80,124        83,067         (2,943)        77,065         77,588          (523)
   Growth & Income Portfolio                      237,028       212,316         24,712        186,485        190,463        (3,978)
   Growth Opportunities Portfolio                 330,536       289,754         40,782        264,202        228,490        35,712
American Century Variable
 Portfolios, Inc.
   Balanced Fund                                   40,725        67,361        (26,636)        40,635         53,078       (12,443)
   Capital Appreciation Fund                      245,126       251,731         (6,605)       108,317        124,476       (16,159)
   International Fund                             510,293       501,099          9,194        419,287        476,853       (57,566)
   Value Fund                                     418,927       403,923         15,004        335,682        310,887        24,795
   Income & Growth Fund                            64,343        63,868            475         39,388         58,087       (18,699)
MFS Variable Insurance Trust
   Growth Series                                1,412,342       964,663        447,679        232,346        263,645       (31,299)
   Investors Trust Series                          37,806        38,440           (634)        23,470         32,617        (9,147)
   New Discovery Series                           948,463     1,051,925       (103,462)       235,226        122,667       112,559
   Research Series                                102,579       128,566        (25,987)        75,646        116,634       (40,988)
   Total Return Series                             13,465         8,481          4,984          8,141          1,472         6,669
   Utilities Series                               218,013       110,338        107,675        183,257         62,449       120,808
Lord Abbett Series Fund, Inc.
   Growth and Income Portfolio                    209,900       232,467        (22,567)       177,483        213,010       (35,527)
   Mid-Cap Value Portfolio                        211,691       276,215        (64,524)       218,966        290,436       (71,470)
   International Portfolio                        178,670       179,705         (1,035)       137,655        189,209       (51,554)
   America Value Portfolio                          7,293         3,580          3,713          7,521          1,140         6,381
Alger American Fund
   LargeCap Growth Portfolio                      609,099       653,045        (43,946)       676,959        704,493       (27,534)
   MidCap Growth Portfolio                        323,048       380,623        (57,575)       226,863        233,741        (6,878)
   Capital Appreciation Portfolio                 386,686       470,463        (83,777)       316,733        400,187       (83,454)
   SmallCap Growth Portfolio                      181,519       234,711        (53,192)       224,444        339,559      (115,115)
AIM Variable Insurance Funds
   Financial Services Fund                        136,417       131,138          5,279        183,327        196,004       (12,677)
   Global Health Care Fund                         55,536        75,802        (20,266)        88,372        101,999       (13,627)
   International Growth Fund                      279,414       199,269         80,145        350,532        126,715       223,817
Van Eck Worldwide Insurance Trust
   Worldwide Hard Assets Fund                     286,871       173,756        113,115        207,514        208,429          (915)
   Worldwide Real Estate Fund                     113,222       284,048       (170,826)        86,419         89,829        (3,410)
PIMCO Variable Insurance Trust
   Total Return Portfolio                       1,647,379     1,496,351        151,028      1,291,435        679,102       612,333
   Low Duration Portfolio                          18,153        14,456          3,697         39,892         32,672         7,220
   High Yield Portfolio                           728,107       688,924         39,183         28,537         38,014        (9,477)
   Real Return Portfolio                          154,904       131,445         23,459        239,616        177,505        62,111
   Stocks Plus Growth and Income                        -             -              -              -              -             -
   SmallCap Stocks Plus Total Return                9,578        11,220         (1,642)         1,684             42         1,642
Goldman Sachs Variable Insurance Trust
   Structured Small Cap Equity Fund               197,008       161,580         35,428        203,824        173,142        30,682
   Growth & Income Fund                           309,047       180,948        128,099        359,370         92,658       266,712
Neuberger Berman Advisors Management Trust
   Regency Portfolio                                4,686        39,354        (34,668)         4,401          9,275        (4,874)
Premier VIT
   NACM Small Cap Portfolio                        43,438        52,890         (9,452)        44,011         26,109        17,902
ProFunds VP
   Japan                                           40,134        42,940         (2,806)        16,665         12,504         4,161
   Oil & Gas                                      189,288       140,089         49,199        196,641         91,091       105,550
   Small-Cap                                       67,415        64,647          2,768         25,713          4,873        20,840
   Ultra Mid-Cap                                   82,801        71,115         11,686         24,700         13,168        11,532
Vanguard Variable Insurance Funds
   Balanced                                        22,277         7,180         15,097         30,324          2,129        28,195
   Total Bond Market Index                         42,967        68,480        (25,513)        41,682          2,700        38,982
   High Yield Bond                                 34,831        14,014         20,817          1,433             88         1,345
   International                                  371,884       170,988        200,896        264,121         36,366       227,755
   Mid-Cap Index                                  172,032        69,398        102,634        157,771         23,533       134,238
   REIT Index                                      55,089        19,286         35,803         26,551          6,849        19,702
   Small Company Growth                           166,926        72,828         94,098        161,645         19,641       142,004
   Short Term Investment Grade                     83,183        21,793         61,390          1,010             16           994
   Total Stock Market Index                        84,581        46,708         37,873         18,518          6,403        12,115
                                             ------------- -------------  -------------  -------------  ------------- -------------
                                               20,905,310    19,190,942      1,714,368     13,578,381     11,518,827     2,059,554
                                             ------------- -------------  -------------  -------------  ------------- -------------


5.      Financial Highlights


        The Company sells a number of variable life insurance products which
        have unique combinations of features and fees that are charged against
        the contract owner's account balance. Differences in the fee structures
        result in a variety of unit values, expense ratios and total returns.


        The following table was developed by determining which products offered
        by the Company have the lowest and highest total return. Only product
        designs within each portfolio that had units outstanding during the
        respective periods were considered when determining the lowest and
        highest total return. The summary may not reflect the minimum and
        maximum contract charges offered by the Company as contract owners may
        not have selected all available and applicable contract options.


                                                       December 31                                     Year Ended December 31
                                       --------------------------------------------  -----------------------------------------------
                                                    Unit Fair Value                   Investment   Expense Ratio    Total Return
                                                      Lowest to                         Income      Lowest to         Lowest to
                                         Units         Highest        Net Assets        Ratio*      Highest**        Highest***
                                       -----------  --------------- ---------------  ------------- -------------  ------------------
Net assets represented by
   Fidelity Variable Insurance Products
    Fund I
    Money Market Portfolio
        2009                              764,688   $10.23 to 20.58    $10,671,412          0.79%  0.50% to 1.40%  -0.63% to 0.73%
        2008                              872,271   10.16 to 20.66     $12,223,756          3.23%  0.50% to 1.40%  1.56% to 2.55%
        2007                              611,309   10.90 to 20.27      $8,561,964          4.56%  0.50% to 1.40%  3.81% to 4.66%
        2006                              638,379   10.51 to 19.49      $8,578,456          4.73%  0.50% to 1.40%  3.45% to 4.34%
        2005                              464,663   10.15 to 18.79      $6,105,579          3.05%  0.50% to 1.10%  1.50% to 2.49%

    High Income Portfolio
        2009                              567,270   10.59 to 32.19      $8,222,313          9.08%  0.50% to 1.40% 42.02% to 44.03%
        2008                              438,603   7.35 to 22.61       $4,685,116          9.38%  0.50% to 1.40% -26.05% to -25.40%
        2007                              447,890   11.14 to 30.48      $6,608,023          8.43%  0.50% to 1.40%  1.42% to 2.30%
        2006                              441,747   10.89 to 29.98      $6,529,175          7.88%  0.50% to 1.40%  9.72% to 10.67%
        2005                              424,213   9.84 to 27.25       $5,811,792         15.05%  0.50% to 1.10%  1.21% to 2.18%

    Equity-Income Portfolio
        2009                            1,117,772   7.40 to 47.88      $18,521,629          2.14%  0.50% to 1.40% 28.39% to 30.16%
        2008                            1,219,709   6.00 to 37.18      $16,111,614          2.48%  0.50% to 1.40% -43.43% to -42.94%
        2007                            1,281,663   13.54 to 65.55     $32,008,838          1.83%  0.50% to 1.40%  0.15% to 1.05%
        2006                            1,360,907   13.53 to 65.29     $34,589,744          3.26%  0.50% to 1.40% 18.52% to 19.57%
        2005                            1,372,700   11.41 to 54.92     $29,885,303          1.62%  0.50% to 1.10%  4.36% to 5.35%

    Growth Portfolio
        2009                            2,870,853   6.51 to 46.37      $33,957,851          0.44%  0.50% to 1.40% 26.57% to 28.34%
        2008                            2,400,150   5.10 to 36.54      $25,918,250          0.82%  0.50% to 1.40% -47.94% to -47.42%
        2007                            2,360,643   9.70 to 69.94      $55,020,668          0.82%  0.50% to 1.40% 25.26% to 26.30%
        2006                            2,400,612   7.68 to 55.70      $47,125,015          0.39%  0.50% to 1.40%  5.41% to 6.31%
        2005                            2,579,112   7.22 to 52.71      $47,945,094          0.49%  0.50% to 1.10%  4.36% to 5.31%

    Overseas Portfolio
        2009                              961,401   7.00 to 29.69      $13,269,182          2.13%  0.50% to 1.40% 24.81% to 26.48%
        2008                              930,713   5.75 to 23.72      $10,762,909          2.71%  0.50% to 1.40% -44.60% to -44.05%
        2007                              943,109   13.12 to 42.68     $20,501,977          3.38%  0.50% to 1.40% 15.75% to 16.73%
        2006                              904,979   11.24 to 36.79     $17,527,874          0.81%  0.50% to 1.40% 16.41% to 17.45%
        2005                              809,978   9.56 to 31.50      $13,703,972          0.54%  0.50% to 1.10% 17.36% to 18.44%

    Mid Cap Portfolio
        2009                            1,060,533   8.47 to 19.29      $19,183,312          0.69%  0.50% to 1.40% 38.19% to 40.07%
        2008                            1,058,412   6.19 to 13.93      $13,975,665          0.47%  0.50% to 1.40% -47.94% to -47.42%
        2007                            1,144,880   17.99 to 23.25     $25,085,489          0.93%  0.50% to 1.40% 14.08% to 15.00%
        2006                            1,136,423   15.77 to 20.34     $21,746,629          0.35%  0.50% to 1.40% 11.13% to 12.19%
        2005                            1,151,188   14.18 to 18.24     $19,713,470          0.00%  0.50% to 1.10% 16.69% to 17.64%

    Freedom Income Portolio
        2009                                4,092   10.06 to 10.28         $41,480          4.42%  0.50% to 1.40% 13.36% to 14.90%
        2008                                2,340    8.87 to 8.95          $20,820          0.00%  0.50% to 1.40%        n/a

    Freedom 2010 Portolio
        2009                                5,158    9.23 to 9.44          $48,016          7.27%  0.50% to 1.40% 22.48% to 24.27%
        2008                                    -    7.54 to 7.60               $0            n/a  0.50% to 1.40%        n/a

    Freedom 2015 Portolio
        2009                                   21    9.08 to 9.30             $192          3.99%  0.50% to 1.40% 23.60% to 25.21%
        2008                                   17    7.36 to 7.43             $129          7.32%  0.50% to 1.40%        n/a

    Freedom 2020 Portolio
        2009                                2,839    8.64 to 8.90          $25,141          5.14%  0.50% to 1.40% 27.28% to 29.03%
        2008                                  494    6.84 to 6.90           $3,412          6.40%  0.50% to 1.40%        n/a

    Freedom 2025 Portolio
        2009                                  587    8.51 to 8.79           $5,088          3.92%  0.50% to 1.40% 28.26% to 30.01%
        2008                                  382    6.70 to 6.76           $2,567          6.76%  0.50% to 1.40%        n/a

    Freedom 2030 Portolio
        2009                               10,619    8.11 to 8.42          $88,558          2.79%  0.50% to 1.40% 29.88% to 31.58%
        2008                                5,638    6.34 to 6.40          $35,917          6.26%  0.50% to 1.40%        n/a

   Fidelity Variable Insurance Products
    Fund II
    Asset Manager Portfolio
        2009                              292,349   8.98 to 34.12       $6,012,210          2.31%  0.50% to 1.40% 27.40% to 29.15%
        2008                              318,417   6.95 to 26.72       $5,177,690          2.69%  0.50% to 1.40% -29.73% to -29.01%
        2007                              336,568   12.78 to 37.91      $8,164,214          6.07%  0.50% to 1.40% 13.90% to 14.89%
        2006                              373,211   11.22 to 33.19      $7,998,925          2.68%  0.50% to 1.40%  5.85% to 6.82%
        2005                              397,720   10.56 to 31.27      $8,036,130          2.65%  0.50% to 1.10%  2.61% to 3.43%

    Investment Grade Bond Portfolio
        2009                              668,254   11.11 to 27.76     $12,176,825          8.80%  0.50% to 1.40% 14.18% to 15.73%
        2008                              672,783   9.61 to 24.26      $10,967,654          4.32%  0.50% to 1.40% -4.62% to -3.77%
        2007                              607,181   11.04 to 25.35     $10,502,350          4.11%  0.50% to 1.40%  2.89% to 3.85%
        2006                              582,393   10.73 to 24.57      $9,801,407          3.96%  0.50% to 1.40%  2.98% to 3.79%
        2005                              610,057   10.42 to 23.80      $9,999,369          3.73%  0.50% to 1.10%  0.77% to 1.68%

    Index 500 Portfolio
        2009                            3,947,522   7.93 to 28.13      $46,832,407          2.44%  0.50% to 1.40% 24.80% to 26.64%
        2008                            3,798,556   6.58 to 22.47      $39,209,782          2.27%  0.50% to 1.40% -37.84% to -37.34%
        2007                            3,626,120   10.82 to 36.06     $64,296,635          3.66%  0.50% to 1.40%  3.83% to 4.95%
        2006                            3,535,542   10.31 to 34.58     $61,924,179          1.63%  0.50% to 1.40% 14.17% to 15.13%
        2005                            3,487,643   8.96 to 30.21      $53,675,538          1.66%  0.50% to 1.10%  3.31 % to 4.25%

    Contrafund Portfolio
        2009                            2,275,618   7.83 to 32.65      $39,962,919          1.34%  0.50% to 1.40% 33.87% to 35.68%
        2008                            2,208,028   6.08 to 24.33      $32,023,672          1.01%  0.50% to 1.40% -43.34% to -42.80%
        2007                            2,151,568   16.26 to 42.79     $59,938,983          0.96%  0.50% to 1.40% 16.03% to 16.98%
        2006                            2,105,016   13.90 to 36.80     $52,594,822          1.29%  0.50% to 1.40% 10.17% to 11.17%
        2005                            2,075,391   12.50 to 33.30     $47,391,065          0.28%  0.50% to 1.10% 15.30% to 16.31%

    Asset Manager: Growth Portfolio
        2009                              286,103   8.31 to 20.20       $3,544,365          1.50%  0.50% to 1.40% 31.05% to 32.98%
        2008                              302,654   6.25 to 15.37       $2,993,258          1.98%  0.50% to 1.40% -36.69% to -36.15%
        2007                              308,124   11.37 to 24.21      $5,291,927          4.22%  0.50% to 1.40% 16.12% to 18.31%
        2006                              318,104   9.61 to 20.57       $4,818,192          2.02%  0.50% to 1.40%  5.86% to 6.64%
        2005                              341,714   9.02 to 19.44       $4,914,827          2.31%  0.50% to 1.10%  2.39% to 3.36%

   Fidelity Variable Insurance Products
    Fund III
    Balanced Portfolio
        2009                              296,206   9.12 to 15.56       $4,224,742          1.87%  0.50% to 1.40% 36.73% to 38.63%
        2008                              299,149   6.69 to 11.35       $3,200,918          1.85%  0.50% to 1.40% -34.90% to -34.29%
        2007                              299,672   12.95 to 17.38      $5,041,173          3.38%  0.50% to 1.40%  7.56% to 8.46%
        2006                              302,179   12.04 to 16.12      $4,752,048          1.95%  0.50% to 1.40% 10.02% to 11.17%
        2005                              294,362   10.93 to 14.59      $4,183,466          2.44%  0.50% to 1.10%  1.35% to 4.85%

    Growth & Income Portfolio
        2009                              602,614   7.42 to 14.93       $7,092,988          1.07%  0.50% to 1.40% 25.39% to 27.30%
        2008                              577,902   6.14 to 11.87       $5,926,268          1.23%  0.50% to 1.40% -42.46% to -41.98%
        2007                              581,880   12.60 to 20.58     $11,350,680          1.88%  0.50% to 1.40% 10.58% to 11.50%
        2006                              569,906   11.30 to 18.56     $10,184,116          0.82%  0.50% to 1.40% 11.62% to 12.66%
        2005                              511,748   10.03 to 16.58      $8,188,594          1.44%  0.50% to 1.10%  6.08% to 7.05%

    Growth Opportunities Portfolio
        2009                              812,587   6.64 to 10.03       $6,139,897          0.47%  0.50% to 1.40% 43.94% to 45.74%
        2008                              771,805    4.70 to 6.95       $4,465,907          0.43%  0.50% to 1.40% -55.68% to -55.20%
        2007                              736,093   10.49 to 15.63     $10,781,475          0.00%  0.50% to 1.40% 21.18% to 22.55%
        2006                              751,812   8.56 to 12.83       $9,343,810          0.68%  0.50% to 1.40%  4.30% to 4.91%
        2005                              792,034   8.15 to 12.30       $9,422,551          0.88%  0.50% to 1.10%  7.33% to 8.35%

   American Century Variable
    Portfolios, Inc.
    Balanced Fund
        2009                              172,477   9.19 to 15.76       $2,560,358          5.19%  0.50% to 1.40% 13.86%' to 15.42%
        2008                              199,113   8.09 to 13.80       $2,644,260          2.64%  0.50% to 1.40% -21.39% to -20.68%
        2007                              211,556   12.48 to 17.52      $3,636,481          2.12%  0.50% to 1.40%  3.48% to 4.37%
        2006                              199,428   12.06 to 16.88      $3,297,904          1.76%  0.50% to 1.40%  8.12% to 9.08%
        2005                              178,854   11.15 to 15.57      $2,721,054          1.74%  0.50% to 1.10%  3.47% to 4.42%

    Capital Appreciation Fund
        2009                              330,880   7.53 to 19.76       $5,417,524          0.80%  0.50% to 1.40% 35.13% to 37.13%
        2008                              337,485   5.71 to 14.58       $4,287,827          0.00%  0.50% to 1.40% -46.91% to -46.17%
        2007                              353,644   16.05 to 27.39      $8,669,898          0.00%  0.50% to 1.40% 43.74% to 44.99%
        2006                              316,756   11.07 to 18.99      $5,516,568          0.00%  0.50% to 1.40% 15.68% to 16.67%
        2005                              317,072   9.48 to 16.38       $4,745,135          0.00%  0.50% to 1.10% 20.39% to 21.49%

    International Fund
        2009                            1,304,784   7.25 to 15.47      $16,433,805          1.93%  0.50% to 1.40% 31.92% to 33.66%
        2008                            1,295,590   5.53 to 11.69      $13,140,038          0.85%  0.50% to 1.40% -45.60% to -45.08%
        2007                            1,353,156   10.78 to 21.43     $26,670,007          0.65%  0.50% to 1.40% 16.45% to 17.43%
        2006                            1,227,537   9.18 to 18.36      $21,164,022          1.43%  0.50% to 1.40% 23.33% to 24.46%
        2005                            1,034,702   7.37 to 14.84      $14,404,355          0.99%  0.50% to 1.10% 11.72% to 12.61%

    Value Fund
        2009                            1,017,241   8.59 to 19.92      $18,477,916          5.26%  0.50% to 1.40% 18.17% to 19.80%
        2008                            1,002,237   7.54 to 16.80      $15,683,190          2.44%  0.50% to 1.40% -27.74% to -27.13%
        2007                              977,442   12.33 to 23.20     $21,332,296          1.59%  0.50% to 1.40% -6.45% to -5.61%
        2006                              880,295   13.18 to 24.73     $20,610,685          1.26%  0.50% to 1.40% 17.00% to 18.05%
        2005                              766,651   11.26 to 21.07     $15,382,309          0.78%  0.50% to 1.10%  3.54% to 4.48%

    Income & Growth Fund
        2009                              182,151   7.67 to 11.66       $1,884,723          4.47%  0.50% to 1.40% 16.42% to 18.03%
        2008                              181,676    6.88 to 9.96       $1,767,576          2.08%  0.50% to 1.40% -35.45% to -34.89%
        2007                              200,375   11.35 to 15.37      $3,033,407          1.85%  0.50% to 1.40% -1.45% to -0.61%
        2006                              216,685   11.42 to 15.52      $3,316,030          1.68%  0.50% to 1.40% 15.48% to 16.53%
        2005                              210,330   9.80 to 13.37       $2,770,134          1.92%  0.50% to 1.10%  3.21% to 4.14%

   MFS Variable Insurance Trust
    Growth Series
        2009                            1,340,983   6.10 to 12.91      $13,641,268          0.23%  0.50% to 1.40% 35.76% to 37.71%
        2008                              893,304    4.45 to 9.46       $7,525,964          0.24%  0.50% to 1.40% -38.29% to -37.76%
        2007                              924,603   7.15 to 15.26      $13,216,107          0.00%  0.50% to 1.40% 19.54% to 20.57%
        2006                              958,839   5.93 to 12.70      $11,600,497          0.00%  0.50% to 1.40%  6.43% to 7.43%
        2005                            1,037,662   5.52 to 11.88      $11,576,518          0.00%  0.50% to 1.10%  7.70% to 8.66%

    Investors Trust Series
        2009                              135,473   8.43 to 11.75       $1,461,656          1.59%  0.50% to 1.40% 25.16% to 26.96%
        2008                              136,107    6.79 to 9.39       $1,223,835          0.86%  0.50% to 1.40% -34.01% to -33.39%
        2007                              145,254   11.59 to 14.23      $1,980,718          0.84%  0.50% to 1.40%  8.79% to 9.75%
        2006                              154,359   10.56 to 13.08      $1,931,782          0.48%  0.50% to 1.40% 11.46% to 12.46%
        2005                              155,812   9.39 to 11.74       $1,741,627          0.55%  0.50% to 1.10%   5.2% to 6.70%

    New Discovery Series
        2009                              324,990   9.88 to 22.25       $5,873,746          0.00%  0.50% to 1.40% 60.90% to 63.13%
        2008                              428,452   6.19 to 13.76       $5,411,177          0.00%  0.50% to 1.40% -40.18% to -39.66%
        2007                              315,893   10.64 to 22.88      $6,841,325          0.00%  0.50% to 1.40%  1.14% to 2.01%
        2006                              325,086   10.43 to 22.52      $7,112,418          0.00%  0.50% to 1.40% 11.68% to 12.67%
        2005                              342,995   9.26 to 20.07       $6,696,977          0.00%  0.50% to 1.10%  3.80% to 4.72%

    Research Series
        2009                              326,000   8.32 to 12.19       $3,637,241          1.37%  0.50% to 1.40% 28.73% to 30.51%
        2008                              351,987    6.57 to 9.42       $3,229,160          0.54%  0.50% to 1.40% -36.97% to -36.39%
        2007                              392,975   10.58 to 14.87      $5,759,688          0.70%  0.50% to 1.40% 11.62% to 12.67%
        2006                              413,983   9.39 to 13.26       $5,420,357          0.49%  0.50% to 1.40%  9.00% to 9.89%
        2005                              420,222   8.55 to 12.11       $5,018,980          0.45%  0.50% to 1.10%  6.31% to 7.21%

    Total Return Series
        2009                               12,267    8.65 to 9.37         $107,239          4.10%  0.50% to 1.40% 16.39% to 17.97%
        2008                                7,283    7.43 to 7.94          $54,520          1.85%  0.50% to 1.40% -23.16% to -22.53%
        2007                                  614    9.67 to 9.72           $5,959          0.00%  0.50% to 1.40% -3.30% to -2.80%

    Utilities Series
        2009                              291,019    8.15 to 8.69       $2,504,063          4.46%  0.50% to 1.40% 31.46% to 33.14%
        2008                              183,344    6.12 to 6.55       $1,194,358          1.55%  0.50% to 1.40% -38.59% to -38.03%
        2007                               62,536   10.52 to 10.57        $659,438          0.00%  0.50% to 1.40%  5.20% to 5.70%

   Lord Abbett Series Fund, Inc.
    Growth and Income Portfolio
        2009                              670,325   7.48 to 15.00       $9,374,073          0.95%  0.50% to 1.40% 17.29% to 18.98%
        2008                              692,892   6.74 to 12.73       $8,396,938          1.51%  0.50% to 1.40% -37.32% to -36.77%
        2007                              728,419   13.29 to 20.20     $14,240,492          1.25%  0.50% to 1.40%  2.00% to 2.95%
        2006                              744,797   13.03 to 19.70     $14,247,013          1.32%  0.50% to 1.40% 15.72% to 16.66%
        2005                              688,230   11.26 to 16.95     $11,373,221          1.02%  0.50% to 1.10%  1.81% to 2.74%

    Mid-Cap Value Portfolio
        2009                              611,409   7.62 to 20.52      $12,081,813          0.46%  0.50% to 1.40% 24.88% to 26.71%
        2008                              675,933   6.42 to 16.28      $10,682,778          1.27%  0.50% to 1.40% -40.22% to -39.68%
        2007                              747,403   13.60 to 26.99     $19,623,648          0.47%  0.50% to 1.40%  -0.79% to 0.07%
        2006                              699,339   13.70 to 27.07     $18,531,601          0.51%  0.50% to 1.40% 10.67% to 11.69%
        2005                              696,162   12.38 to 24.34     $16,637,131          0.49%  0.50% to 1.10%  6.72% to 7.66%

    International Portfolio
        2009                              509,014   7.01 to 12.43       $5,208,258          1.55%  0.50% to 1.40% 44.85% to 47.01%
        2008                              510,049    5.21 to 8.58       $3,617,364          0.57%  0.50% to 1.40% -52.17% to -51.74%
        2007                              561,603   12.06 to 17.94      $8,381,975          0.92%  0.50% to 1.40%  3.14% to 4.15%
        2006                              531,323   11.58 to 17.37      $7,649,418          0.46%  0.50% to 1.40% 27.32% to 28.52%
        2005                              420,692   9.01 to 13.64       $4,732,183          0.00%  0.50% to 1.10% 24.82% to 26.01%

    America Value Portfolio
        2009                               14,493    8.35 to 9.37         $122,203          3.90%  0.50% to 1.40% 21.70% to 23.36%
        2008                               10,780    6.86 to 7.60          $74,280          6.26%  0.50% to 1.40% -27.18% to -26.61%
        2007                                4,399    9.42 to 9.47          $41,530          5.65%  0.50% to 1.40% -5.80% to -5.30%

   Alger American Fund
    LargeCap Growth Portfolio
        2009                            1,513,751   7.09 to 11.17      $10,963,637          0.65%  0.50% to 1.40% 45.58% to 47.61%
        2008                            1,557,697    4.85 to 7.67       $7,741,324          0.23%  0.50% to 1.40% -46.92% to -46.42%
        2007                            1,585,231   9.08 to 14.45      $14,673,255          0.34%  0.50% to 1.40% 18.35% to 19.41%
        2006                            1,346,039   7.64 to 12.22      $10,461,666          0.12%  0.50% to 1.40%  3.69% to 4.61%
        2005                            1,066,741   7.33 to 11.78       $7,928,119          0.00%  0.50% to 1.10% 10.46% to 11.55%

    MidCap Growth Portfolio
        2009                              724,562   6.48 to 10.47       $6,479,792          0.00%  0.50% to 1.40% 49.57% to 51.74%
        2008                              782,137    4.73 to 7.00       $4,679,573          0.17%  0.50% to 1.40% -58.92% to -58.59%
        2007                              789,015   14.31 to 17.04     $11,389,000          0.00%  0.50% to 1.40% 29.78% to 30.82%
        2006                              778,361   10.97 to 13.14      $8,615,830          0.00%  0.50% to 1.40%  8.62% to 9.66%
        2005                              805,070   10.05 to 12.09      $8,153,666          0.00%  0.50% to 1.10%  8.32% to 9.23%

    Capital Appreciation Portfolio
        2009                              958,937   8.39 to 15.16       $8,265,722          0.00%  0.50% to 1.40% 48.95% to 51.01%
        2008                            1,042,714   5.67 to 10.18       $5,996,510          0.00%  0.50% to 1.40% -45.88% to -45.39%
        2007                            1,126,168   10.42 to 18.81     $11,917,522          0.00%  0.50% to 1.40% 31.07% to 32.96%
        2006                            1,054,775   7.87 to 14.28       $8,452,271          0.00%  0.50% to 1.40% 17.65% to 19.35%
        2005                            1,055,676   6.66 to 12.14       $7,075,574          0.00%  0.50% to 1.10% 12.81% to 13.94%

    SmallCap Growth Portfolio
        2009                              718,168   7.82 to 13.21       $5,934,640          0.00%  0.50% to 1.40% 43.46% to 45.54%
        2008                              771,360    5.61 to 9.21       $4,438,741          0.00%  0.50% to 1.40% -47.34% to -46.89%
        2007                              886,475   10.61 to 17.49      $9,606,349          0.00%  0.50% to 1.40% 14.95% to 16.67%
        2006                              899,227   9.13 to 15.12       $8,441,665          0.00%  0.50% to 1.40% 18.40% to 20.24%
        2005                            1,056,935   7.67 to 12.77       $8,206,483          0.00%  0.50% to 1.10% 15.25% to 16.31%


   AIM Variable Insurance Funds
    Financial Services Fund
        2009                              117,610    4.95 to 5.91         $647,049          3.47%  0.50% to 1.40% 25.56% to 27.55%
        2008                              112,331    3.96 to 4.63         $323,569          2.84%  0.50% to 1.40% -59.96% to -59.66%
        2007                              125,008   9.89 to 11.08       $1,352,748          1.88%  0.50% to 1.40% -23.33% to -22.63%
        2006                              119,437   12.90 to 14.32      $1,676,905          1.54%  0.50% to 1.40% 14.91% to 15.86%
        2005                              102,271   11.22 to 12.36      $1,245,177          1.41%  0.50% to 1.10%  4.43% to 5.37%

    Global Health Care Fund
        2009                               95,475   6.54 to 12.59       $1,164,469          0.32%  0.50% to 1.40% 19.69% to 27.68%
        2008                              115,741    7.67 to 9.91       $1,125,638          0.00%  0.50% to 1.40% -29.61% to -28.96%
        2007                              129,368   12.46 to 13.95      $1,770,058          0.00%  0.50% to 1.40%  6.14% to 11.24%
        2006                              132,604   11.29 to 12.54      $1,692,934          0.00%  0.50% to 1.40%  3.77% to 8.97%
        2005                              116,745   10.88 to 11.97      $1,376,465          0.00%  0.50% to 1.10%  6.67% to 7.55%

    International Growth Fund
        2009                              535,163    7.89 to 8.37       $4,296,126          1.60%  0.50% to 1.40% 33.47% to 35.16%
        2008                              455,018    5.91 to 6.19       $2,711,172          0.81%  0.50% to 1.40% -48.35% to -48.32%
        2007                              231,201   10.06 to 10.11      $2,333,557          0.68%  0.50% to 1.40%  0.60% to 1.10%

   Van Eck Worldwide Insurance Trust
    Worldwide Hard Assets Fund
        2009                              466,487   7.02 to 34.69      $13,809,699          0.23%  0.50% to 1.40% 55.35% to 57.50%
        2008                              353,372   4.46 to 22.13       $7,541,921          0.34%  0.50% to 1.40% -46.86% to -46.40%
        2007                              354,287   32.82 to 41.29     $14,276,656          0.10%  0.50% to 1.40% 42.40% to 44.62%
        2006                              289,879   22.90 to 28.55      $8,136,910          0.06%  0.50% to 1.40% 22.77% to 24.72%
        2005                              228,817   18.64 to 23.05      $5,176,284          0.20%  0.50% to 1.10% 49.51% to 50.92%

    Worldwide Real Estate Fund
        2009                                    -    6.06 to 7.40               $0          0.00%  0.50% to 1.40% 41.35% to 43.32%
        2008                              170,826    4.71 to 5.19         $883,177          5.81%  0.50% to 1.40% -55.68% to -55.30%
        2007                              174,236   11.44 to 11.61      $2,013,027          0.98%  0.50% to 1.40%  -0.52% to 0.35%
        2006                              142,282   11.50 to 11.57      $1,642,088          0.00%  0.50% to 1.40% 15.00% to 15.70%

   PIMCO Variable Insurance Trust
    Total Return Portfolio
        2009                            1,970,394   11.56 to 14.31     $27,862,716          4.83%  0.50% to 1.40% 12.46% to 14.08%
        2008                            1,819,366   10.13 to 12.61     $22,479,921          4.98%  0.50% to 1.40%  3.39% to 4.30%
        2007                            1,207,033   11.50 to 12.09     $14,304,515          4.70%  0.50% to 1.40%  7.28% to 8.24%
        2006                              886,475   10.72 to 11.17      $9,745,775          4.48%  0.50% to 1.40%  2.74% to 3.31%
        2005                              624,688   10.47 to 10.81      $6,676,613          3.80%  0.50% to 1.10%  0.97% to 1.90%

    Low Duration Portfolio
        2009                              169,222   11.10 to 12.62      $2,102,392          3.50%  0.50% to 1.40% 11.74% to 13.35%
        2008                              165,525   9.79 to 11.19       $1,838,160          4.27%  0.50% to 1.40% -1.75% to -0.89%
        2007                              158,305   10.71 to 11.29      $1,774,207          4.52%  0.50% to 1.40%  2.88% to 6.91%
        2006                              141,883   10.28 to 10.57      $1,490,374          3.97%  0.50% to 1.40%  2.62% to 3.40%
        2005                              108,330   10.05 to 10.21      $1,100,561          2.71%  0.50% to 1.10%  -0.42% to 0.52%

    High Yield Portfolio
        2009                              164,574   10.56 to 14.68      $2,388,610         12.72%  0.50% to 1.40% 38.48% to 40.41%
        2008                              125,391   7.52 to 10.51       $1,292,791          8.29%  0.50% to 1.40% -24.61% to -23.90%
        2007                              134,868   12.23 to 13.81      $1,829,459          7.45%  0.50% to 1.40%  1.47% to 2.57%
        2006                              119,742   11.98 to 13.41      $1,582,985          6.43%  0.50% to 1.40%  7.55% to 10.20%
        2005                               92,110   11.13 to 12.35      $1,126,787          6.56%  0.50% to 1.10%  2.68% to 3.61%

    Real Return Portfolio
        2009                              409,876   10.53 to 13.95      $5,612,147          3.06%  0.50% to 1.40% 16.75% to 18.36%
        2008                              386,417   8.90 to 11.84       $4,495,899          4.03%  0.50% to 1.40% -8.30% to -7.57%
        2007                              324,306   11.69 to 12.81      $4,087,737          4.55%  0.50% to 1.40%  9.15% to 11.10%
        2006                              281,314   10.71 to 11.63      $3,227,004          4.36%  0.50% to 1.40% -0.70% to -0.26%
        2005                              219,713   10.79 to 11.61      $2,517,402          2.81%  0.50% to 1.10%  0.70% to 1.15%

    Stocks Plus Growth and Income
        2009                                    -    5.71 to 6.00               $0          0.00%  0.50% to 1.40%  -1.34% to 1.11%
        2008                                    -    5.93 to 5.98           $1,626          0.00%  0.50% to 1.40%        n/a

    SmallCap Stocks Plus Total Return
        2009                                    -    8.94 to 9.14               $0         19.40%  0.50% to 1.40% 30.35% to 31.94%
        2008                                1,642    6.87 to 6.93          $11,320          4.33%  0.50% to 1.40%        n/a

   Goldman Sachs Variable Insurance Trust
    Structured Small Cap Equity Fund
        2009                              374,699    6.78 to 7.08       $2,556,517          1.20%  0.50% to 1.40%  2.21% to 29.03%
        2008                              339,271    5.31 to 6.93       $1,825,680          0.76%  0.50% to 1.40% -34.85% to -34.42%
        2007                              308,589    8.15 to 8.28       $2,537,465         16.64%  0.50% to 1.40% -17.68% to -16.89%
        2006                               93,125    9.90 to 9.96         $925,229          0.00%  0.50% to 1.40% -1.00% to -0.37%

    Growth & Income Fund
        2009                              586,858    6.95 to 7.77       $4,169,697          1.91%  0.50% to 1.40% 16.68% to 18.38%
        2008                              458,759    5.96 to 6.56       $2,757,610          3.25%  0.50% to 1.40% -35.43% to -34.84%
        2007                              192,047    9.23 to 9.27       $1,777,607         22.11%  0.50% to 1.40% -7.70% to -7.30%

   Neuberger Berman Advisors Management Trust
    Agency Regency Portfolio
        2009                               11,332    7.91 to 8.27          $92,288          0.62%  0.50% to 1.40% 44.64% to 46.51%
        2008                               46,000    5.41 to 5.67         $258,257          1.24%  0.50% to 1.40% -46.58% to -46.15%
        2007                               50,874   10.24 to 10.53        $531,953          4.32%  0.50% to 1.40%  0.69% to 2.83%
        2006                               23,315   10.06 to 10.24        $238,137          0.00%  0.50% to 1.40%  1.70% to 2.40%

   Premier VIT
    NACM Small Cap Portfolio
        2009                               45,527    6.68 to 8.84         $314,436          0.06%  0.50% to 1.40% 12.28% to 44.29%
        2008                               54,979    5.95 to 6.13         $332,420          0.00%  0.50% to 1.40% -42.46% to -41.94%
        2007                               37,077   10.34 to 10.49        $385,849          0.00%  0.50% to 1.40%  -0.67% to 0.19%
        2006                               41,855   10.41 to 10.47        $437,004          0.00%  0.50% to 1.40%  4.10% to 4.70%

   ProFunds VP
    Japan
        2009                                9,770    5.31 to 7.03          $52,902          0.72%  0.50% to 1.40%  8.84% to 10.41%
        2008                               12,576    4.88 to 6.37          $61,897         17.00%  0.50% to 1.40% -41.70% to -41.14%
        2007                                8,415    8.37 to 8.41          $70,629          0.00%  0.50% to 1.40% -16.30% to -15.90%

    Oil & Gas
        2009                              187,460    5.86 to 7.90       $1,532,031          0.00%  0.50% to 1.40%  2.11% to 14.87%
        2008                              138,261    5.74 to 6.88         $943,914          0.00%  0.50% to 1.40% -37.86% to -37.23%
        2007                               32,711   10.91 to 10.96        $357,927          0.00%  0.50% to 1.40%  9.10% to 9.60%

    Small-Cap
        2009                               29,883    6.91 to 8.54         $221,592          0.24%  0.50% to 1.40% 18.76% to 20.48%
        2008                               27,115    5.82 to 7.09         $158,936          0.00%  0.50% to 1.40% -31.69% to -31.07%
        2007                                6,275    8.52 to 8.56          $53,582          0.00%  0.50% to 1.40% -14.80% to -14.40%

    Ultra Mid-Cap
        2009                               38,155    4.41 to 5.41         $172,244          0.06%  0.50% to 1.40% 63.23% to 66.03%
        2008                               26,469    2.70 to 3.26          $71,736          1.59%  0.50% to 1.40% -67.86% to -67.69%
        2007                               14,937    8.40 to 8.45         $125,780          0.00%  0.50% to 1.40% -16.00% to -15.50%

   Vanguard Variable Insurance Funds
    Balanced
        2009                               43,292    9.32 to 9.53         $408,802          4.08%  0.50% to 1.40% 21.19% to 22.97%
        2008                               28,195    7.69 to 7.75         $217,908          0.00%  0.50% to 1.40%        n/a

    Total Bond Market Index
        2009                               13,469   10.72 to 11.08        $145,893          6.65%  0.50% to 1.40%  4.48% to 5.91%
        2008                               38,982   10.26 to 10.35        $402,638          0.00%  0.50% to 1.40%        n/a

    High Yield Bond
        2009                               22,162   10.42 to 10.82        $233,944          7.31%  0.50% to 1.40% 36.94% to 38.76%
        2008                                1,345    7.61 to 7.68          $10,268          0.00%  0.50% to 1.40%        n/a

    International
        2009                              428,651    7.72 to 7.90       $3,339,477          3.05%  0.50% to 1.40% 40.69% to 42.84%
        2008                              227,755    5.49 to 5.53       $1,252,399          0.00%  0.50% to 1.40%        n/a

    Mid-Cap Index
        2009                              236,872    8.09 to 8.28       $1,933,730          1.42%  0.50% to 1.40% 38.32% to 40.26%
        2008                              134,238    5.85 to 5.90         $786,714          0.00%  0.50% to 1.40%        n/a

    REIT Index
        2009                               55,505    7.43 to 7.71         $416,328          2.73%  0.50% to 1.40% 27.46% to 29.25%
        2008                               19,702    5.83 to 5.88         $115,341          0.00%  0.50% to 1.40%        n/a

    Small Company Growth
        2009                              236,102    8.43 to 9.35       $2,176,091          0.90%  0.50% to 1.40% 37.47% to 39.33%
        2008                              142,004    6.65 to 6.71         $946,871          0.00%  0.50% to 1.40%        n/a

    Short Term Investment Grade
        2009                               62,384   10.62 to 10.92        $670,277          3.61%  0.50% to 1.40% 12.28% to 13.86%
        2008                                  994    9.46 to 9.54           $9,432          0.00%  0.50% to 1.40%        n/a

    Total Stock Market Index
        2009                               49,988    7.99 to 8.36         $412,374          3.58%  0.50% to 1.40% 26.55% to 28.22%
        2008                               12,115    6.46 to 6.52          $78,662          0.00%  0.50% to 1.40%        n/a



       *     The Investment Income Ratio represents the dividends, excluding
             distributions of capital gains, received by the portfolio, net of
             management fees assessed by the fund manager, divided by the
             average net assets. This ratio excludes those expenses, such as
             mortality and expense charges, that result in direct reductions in
             the unit values. The recognition of investment income is affected
             by the timing of the declaration of dividends.


       **    The Expense Ratio represents the annualized contract expenses of
             each portfolio within the Separate Account, consisting primarily of
             mortality and expense charges, for each period indicated. The
             ratios include only those expenses that result in a direct
             reduction to unit values. Charges made directly to contract owner
             accounts through the redemption of units and expenses of the
             underlying fund are excluded.


       ***   The Total Return is calculated as the change in the unit value of
             the underlying portfolio, and reflects deductions for all items
             included in the expense ratio. The total return does not include
             any expenses assessed through the redemption of units; inclusion of
             these expenses in the calculation would result in a reduction in
             the total return presented. For newly introduced portfolios, the
             total return for the first year is calculated as the percentage of
             change from inception to the end of the period.

 

VARIABLE UNIVERSAL LIFE 3

Flexible Premium Variable Universal Life Insurance Contract

Issued By:

Midland National Life Insurance Company

One Sammons Plaza · Sioux Falls, SD  57193

(605) 335-5700 (telephone) · (800) 272-1642 (toll-free telephone)

(605) 373-8557 (facsimile for transaction requests) · (605) 335-3621 (facsimile for administrative requests)

through the Midland National Life Separate Account A

Variable Universal Life 3 (the “contract”) is a life insurance contract issued by Midland National Life Insurance Company.  The contract:

·provides insurance coverage with flexibility in death benefits and premiums;

·pays a death benefit if the Insured person dies while the contract is still inforce;

·can provide substantial contract fund build-up on a tax-deferred basis.  However, there is no guaranteed contract fund for amounts You allocate to the investment divisions.  You bear the risk of poor investment performance for those amounts.

·lets You borrow against Your contract, withdraw part of the cash surrender value, or completely surrender Your contract.  There may be tax consequences to these transactions.  Loans and withdrawals affect the contract fund, and may affect the death benefit.

The contract is no longer offered for sale.  Existing contract owners may continue to pay additional premiums to their contracts.

You have a limited right to examine Your contract and return it to Us for a refund. You may decide how much Your premiums will be and how often You wish to pay them, within limits.  You may also increase or decrease the amount of insurance protection, within limits.

Depending on the amount of premiums paid, this may or may not be a Modified Endowment Contract (“MEC”).  If it is a MEC, then loans and withdrawals may have more adverse tax consequences. 

You have a limited right to examine Your contract and return it to Us for a refund.

You may allocate Your contract fund to Our General Account and up to ten investment divisions.  Each division invests in a specified mutual fund portfolio.  The mutual fund portfolios are part of the following series funds or trusts:

1.AIM Variable Insurance Funds (Invesco Variable Insurance Funds),

2.Alger Portfolios,

3.American Century Variable Portfolios, Inc.,

4.Fidelity^® Variable Insurance Products,

5.   Goldman Sachs Variable Insurance Trust,

6.Lord Abbett Series Fund, Inc.,

7.MFS^® Variable Insurance Trusts,

8.Neuberger Berman AMT Portfolios,

9.PIMCO Variable Insurance Trust,

10.ProFunds VP,

11.Van Eck VIP Trust, and

12.Vanguard^® Variable Insurance Funds

You can choose among the fifty-eight investment divisions listed on the following page.

Your contract fund in the investment divisions will increase or decrease based on investment performance. You bear this risk.  You could lose the amount You invest and lose Your insurance coverage due to poor investment performance.  No one insures or guarantees the contract fund allocated to the investment divisions. Separate prospectuses describe the investment objectives, policies and risks of the portfolios.

The Securities and Exchange Commission has not approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

May 1, 2010

SEPARATE ACCOUNT INVESTMENT PORTFOLIOS

Alger Capital Appreciation Portfolio	Invesco V.I. Global Health Care Fund3
Alger Large Cap Growth Portfolio	Invesco V.I. International Growth Fund4
Alger Mid Cap Growth Portfolio	Lord Abbett Series Fund, Inc. Capital Structure Portfolio5
American Century VP Capital Appreciation Fund	Lord Abbett Series Fund, Inc. Growth and Income Portfolio
American Century VP International Fund	Lord Abbett Series Fund, Inc. International Opportunities Portfolio6
American Century VP Value Fund	Lord Abbett Series Fund, Inc. Mid-Cap Value Portfolio
Fidelity VIP Asset ManagerSM Portfolio	MFSâ VIT Growth Series
Fidelity VIP Asset Manager: Growthâ Portfolio	MFSâ VIT New Discovery Series
Fidelity VIP Balanced Portfolio	MFSâ VIT Research Series
Fidelity VIP Contrafundâ Portfolio	MFSâ VIT Total Return Series
Fidelity VIP Equity-Income Portfolio	MFSâ VIT Utilities Series
Fidelity VIP Freedom 2010 Portfolio	Neuberger Berman AMT Regency Portfolio
Fidelity VIP Freedom 2015 Portfolio	PIMCO VIT High Yield Portfolio
Fidelity VIP Freedom 2020 Portfolio	PIMCO VIT Real Return Portfolio
Fidelity VIP Freedom 2025 Portfolio	PIMCO VIT Total Return Portfolio
Fidelity VIP Freedom 2030 Portfolio	ProFund VP Japan
Fidelity VIP Freedom Income Portfolio	ProFund VP Oil & Gas
Fidelity VIP Growth & Income Portfolio	ProFund VP Small-Cap Value
Fidelity VIP Growth Opportunities Portfolio	ProFund VP Ultra Mid-Cap
Fidelity VIP Growth Portfolio	Van Eck VIP Global Hard Assets Fund7
Fidelity VIP High Income Portfolio	VanguardÒ VIF Balanced Portfolio
Fidelity VIP Index 500 Portfolio	VanguardÒ VIF High Yield Bond Portfolio
Fidelity VIP Investment Grade Bond Portfolio	VanguardÒ VIF International Portfolio
Fidelity VIP Mid Cap Portfolio	VanguardÒ VIF Mid-Cap Index Portfolio
Fidelity VIP Money Market Portfolio	VanguardÒ VIF REIT Index Portfolio
Fidelity VIP Overseas Portfolio	VanguardÒ VIF Short-Term Investment-Grade Portfolio
Goldman Sachs VIT Large Cap Value Fund1	VanguardÒ VIF Small Company Growth Portfolio
Goldman Sachs VIT Structured Small Cap Equity Fund	VanguardÒ VIF Total Bond Market Index Portfolio
Invesco V.I. Financial Services Fund2	VanguardÒ VIF Total Stock Market Index Portfolio

¹Formerly Goldman Sachs VIT Growth and Income Fund ⁵Formerly Lord Abbett Series Fund, Inc. America’s Value

²Formerly AIM V.I. Financial Services Fund                     ⁶Formerly Lord Abbett Series Fund, Inc. International Portfolio

³Formerly AIM V.I. Global Health Care Fund                  ⁷Formerly Van Eck Worldwide Hard Assets Fund

⁴Formerly AIM V.I. International Growth Fund

This prospectus generally describes only the variable portion of the contract, except where the General Account is specifically mentioned.

Buying this contract might not be a good way of replacing Your existing insurance or adding more insurance if You already own a flexible premium variable life insurance contract.

You should read this prospectus and the current prospectuses for the funds carefully and keep them for future reference. 

Table of Contents

The Current Models
Selecting an Asset Allocation Model

CONTRACT BENEFITS / RISKS SUMMARY

In this prospectus “Midland National”, “We”, “Our”, “Us”, and “Company” mean Midland National Life Insurance Company.  “You” and “Your” mean the owner of the contract.  We refer to the person who is covered by the contract as the “Insured” or “Insured Person”, because the Insured person and the owner may not be the same. 

There is a list of definitions at the end of this prospectus, explaining many words and phrases used here and in the actual insurance contract.  In this prospectus, these words and phrases are generally in bold face type.

This summary describes the contract’s important risks and benefits.The detailed information appearing later in this prospectus further explains the following Contract Benefits/Risks Summary.  This summary must be read along with that detailed information.  Unless otherwise indicated, the description of the contract in this prospectus assumes that the contract is inforce and that there is no outstanding contract loan.

CONTRACT BENEFITS

Death Benefits

Variable Universal Life 3 provides life insurance on the Insured person.  If the contract is inforce We will pay a death benefit when the Insured person dies.  You can choose between two death benefit options:

·Option 1:death benefit equals the face amount of the insurance contract.  This is sometimes called a “level” death benefit.

·Option 2:death benefit equals the face amount plus the contract fund.  This is sometimes called a “variable” death benefit.

The death benefit may be even greater in some circumstances.  See “Death Benefit” on page 24.

We deduct any contract debt and unpaid charges before paying any benefits.  The beneficiary can take the death benefit in a lump sum or under a variety of payment plans.

You may change the death benefit option You have chosen.  You may also increase or decrease the face amount of Your contract, within certain limits.

Flexible Premium Payments

You may pay premiums whenever and in whatever amount You want, within certain limits.  We require an initial minimum premium at issue, which is at least equal to one month’s minimum premium.  The minimum premium is based on the contract’s face amount and the Insured person’s age, sex, and underwriting class.  We are not required to accept any premium, and We currently reject any premium of less then $50.00.  However, under current Company practice, if paid by monthly bank draft, We will accept a premium as low as $30.00.  See “Flexible Premium Payments” on page 27.

Asset Allocation Program 

We make an asset allocation service available at no additional charge for use within the contract.  The asset allocation program is designed to assist You in allocating Your net premium and contract fund among the investment choices available under the contract.  If You participate in the asset allocation program, then You must select one of the asset allocation model portfolios available under the contract; We will not make this decision.  See "Asset Allocation Program" on page 41.  There is no guarantee that a model portfolio in the asset allocation program will not lose money or experience volatility.

Minimum Premium

During the minimum premium period, Your contract will remain inforce as long as You meet the applicable minimum premium requirements.  See “Premium Provisions During The Minimum Premium Period” on page 28.

Benefits of the Contract Fund

·Withdrawing Money from Your Contract Fund.  You may make a partial withdrawal from Your contract fund. The current minimum withdrawal amount is $200.  The maximum partial withdrawal You can make is 50% of Your net cash surrender value (the contract fund minus any surrender charge and minus any contract debt).  There may be tax consequences for making a partial withdrawal.  See “Withdrawing Money From Your Contract Fund” on page 52 and see “TAX EFFECTS” on page 60.  

·Surrendering Your Contract.  You can surrender Your contract for cash and then We will pay You the net cash surrender value (the contract fund minus any surrender charge and minus any contract debt).  There may be tax consequences for surrendering Your contract.  See “Surrendering Your Contract” on page 53 and see “TAX EFFECTS” on page 60. 

·Contract Loans.  You may borrow up to 92% of Your net cash surrender value (the contract fund less the surrender charge minus any contract debt). Your contract will be the sole security for the loan. Your contract states a minimum loan amount, usually $200.  See “Contract Loans” on page 51.  Contract loan interest is not tax deductible on contracts owned by an individual.  There may be federal tax consequences for taking a contract loan. See “TAX EFFECTS” on page 60.

·Transfers of Contract Fund.  You may transfer Your contract fund among the investment divisions and between the General Account and the various investment divisions.  Currently, We allow an unlimited number of free transfers. We reserve the right to charge a $25 fee for each transfer after the 12^th in a contract year.  We reserve the right to eliminate and/or severely restrict the transfer privilege in any manner We deem appropriate for some, all or specific contract owners.  There are additional limitations on transfers to and from the General Account. See “Transfer Of Contract Fund” on page 46 and “Transfer Limitations” on page 47.

·Dollar Cost Averaging (“DCA”).  The DCA program enables You to make scheduled monthly transfers of a predetermined dollar amount from the DCA source account (any investment division or the General Account) into one or more of the investment divisions.  The minimum monthly amount to be transferred using DCA is $200.  See “Dollar Cost Averaging” on page 49.

·Portfolio Rebalancing.  The Portfolio Rebalancing Option allows contract owners, who are not participating in a DCA program, to have Us automatically reset the percentage of the contract fund allocated to each investment division to a pre-set level.  At each contract anniversary, We will transfer amounts needed to “balance” the contract fund to the specified percentages selected by You.  See “Portfolio Rebalancing” on page 51.

Tax Benefits

We intend for the contract to satisfy the definition of life insurance under the Internal Revenue Code.  Assuming that the contract does satisfy that definition, the death benefit generally should be excludable from the gross income of its recipient.  Similarly, You should not be deemed to be in constructive receipt of the contract value (the contract fund), and therefore should not be taxed on increases in the contract fund until You take out a loan or withdrawal, surrender the contract, or We pay the maturity benefit.  In addition, transfers of contract funds (among the investment divisions and between the General Account and the various investment divisions) are not taxable transactions.

See “Tax Risks” on page 12 and “TAX EFFECTS” on page 60.  You should consult with and rely on a qualified tax advisor for assistance in all contract related tax matters.

Additional Benefits

Your contract may have one or more supplemental benefits that are options or attached by rider to the contract.  Each benefit is subject to its own requirements as to eligibility and additional cost.  The additional benefits that may be available to You are:

·Accidental Death Benefit Rider	·     Family Insurance Rider*
·Additional Insured Rider	·Flexible Disability Benefit Rider
·Automatic Benefit Increase Provision Rider*	·Guaranteed Insurability Rider
·Benefit Extension Rider	·Living Needs Rider
·Children’s Insurance Rider*	·Waiver of Charges Rider
·Extended Maturity Option

                                               *No longer available for issue on new or inforce contracts.

Some of these benefits may have tax consequences and there are usually extra charges for them.  Please consult Your tax advisor before selecting or exercising an additional benefit.

Your Right to Examine This Contract

For a limited period of time, as specified in Your contract, You have a right to examine and return Your contract for a refund.  See “Your Right To Examine this Contract” on page 68. 

CONTRACT RISKS

Investment Risk

Your contract fund in the investment divisions will increase or decrease based on investment performance of the underlying portfolios. You bear this risk. We deduct fees and charges from Your contract fund, which can significantly reduce Your contract fund.  During times of poor investment performance, the deduction of fees and charges based on the net amount at risk will have an even greater negative impact on Your contract fund. If You allocate net premium to the General Account, then We credit Your contract fund in the General Accountwith a declared rate of interest.  You assume the risk that the interest rate on the General Account may decrease, although, it will never be lower than a guaranteed minimum annual effective rate of 3.5%.  No one insures or guarantees any of the contract fund in the investment divisions. Separate prospectuses describe the investment objectives, policies, and risks of the portfolios. You should purchase the contract only if You have the financial ability to keep it Inforce for a substantial period of time.  You should not purchase the contract if You intend to surrender all or part of the contract value in the near future. 

This contract is not suitable as a short-term investment.

Surrender Charge Risk

If You surrender Your contract for its net cash surrender value or let Your contract lapse during the surrender charge period, We will deduct a surrender charge. The surrender charge period is the first 15 contract years after the date of issue or an increase in face amount. It is possible that You will receive no net cash surrender value if You surrender Your contract, especially in the first few contract years.  Taxes and a tax penalty may apply.  See “Surrender Charge” on page 58. See “TAX EFFECTS” on page 60.

Withdrawing Money

Withdrawals will reduce your contract fund.  Withdrawals, especially those taken during periods of poor investment performance, could considerably reduce or eliminate some benefits or guarantees of the contract. 

We will deduct a withdrawal charge if You make more than one withdrawal in any given contract year.  The maximum partial withdrawal You can make in any contract year is 50% of the net cash surrender value. Taxes and a tax penalty may apply. See “TAX EFFECTS” on page 60.

Risk of Lapse

Your contract can lapse if the net cash surrender value is not sufficient to pay the monthly deductions.

·Planned Premium.  You choose a planned periodic premium. But payment of the planned premiums may not ensure that Your contract will remain inforce.  Additional premiums may be required to keep Your contract from lapsing.  You need not pay premiums according to the planned schedule.  Whether Your contract lapses or remains inforce can depend on the amount of Your contract fund (less any contract debt and surrender charge). The contract fund, in turn, depends on the investment performance of the investment divisions You select. (The contract fund also depends on the premiums You pay and the charges We deduct.) However, You can ensure that Your contract stays inforce during the minimum premium period by paying premiums equal to those required to meet the minimum premium amount requirement described in “Premium Provisions During The Minimum Premium Period” on page 29.

Nevertheless, the contract can lapse (1) during the minimum premium period if You do not meet the minimum premium requirements and (2) after the minimum premium period no matter how much You pay in premiums, if the net cash surrender value is insufficient to pay the monthly deductions (subject to the grace period). See “Your Contract Can Lapse” on page 68.  Taxes and a tax penalty may apply.

·Contract Loans.  Your loan may affect whether Your contract remains inforce.  If Your loan lowers the value of Your contract fund to a point where the monthly deductions are greater than Your contract’s net cash surrender value, then the contract’s lapse provision may apply.  Your contract may lapse because the loaned amount cannot be used to cover the monthly deductions that are taken .  For more details see “Contract Loans” on page 51.  Taxes and a tax penalty may apply.

·Surrender Charge Period.  If You allow Your contract to lapse during the surrender charge period, We will deduct a surrender charge. 

Loan Risks

Taking a contract loan will have a permanent effect on Your contract fund and benefits under Your contract.  A contract loan will reduce the death benefit proceeds or any benefit paid on the maturity date (i.e., the contract anniversary after the Insured person's 100^th birthday, unless the Extended Maturity Option is in effect), and the net cash surrender value of Your contract.  Taking a contract loan also may make your contract more susceptible to lapse, and may have tax consequences.  See "Contract Loans" on page 51 and "Tax Effects" on page 60.

Tax Risks

In order to qualify as a life insurance contract for federal income tax purposes and to receive the tax treatment normally accorded life insurance contracts under federal tax law, a contract must satisfy certain requirements which are set forth in the Internal Revenue Code.  Guidance as to how these requirements are to be applied is limited.  Nevertheless, We believe that a contract issued on a standard rate class basis should satisfy the applicable requirements.  There is less guidance, however, with respect to contracts issued on a substandard basis and it is not clear whether such contracts will in all cases satisfy the applicable requirements particularly if You pay the full amount of premiums under the contract. 

Depending on the total amount of premiums You pay, the contract may be treated as a modified endowment contract under federal tax laws.  If a contract is treated as a modified endowment contract, then surrenders, withdrawals, and loans under the contract will be taxable as ordinary income to the extent there are earnings in the contract.  In addition, a 10% penalty tax may be imposed on surrenders, withdrawals, and loans taken before You reach age 59 ½.  If the contract is not a modified endowment contract, then distributions generally will be treated first as a return of basis or investment in the contract and then as taxable income.  Moreover, loans will generally not be treated as distributions.  Finally, neither distributions nor loans from a contract that is not a modified endowment contract are subject to the 10% penalty tax.

This contract may be purchased with the intention of accumulating cash value on a tax-free basis for some period (such as,until retirement) and then periodically borrowing from the contract without allowing the contract to lapse.  The aim of this strategy is to continue borrowing from the contract until its contract fund is just enough to pay off the contract loans that have been taken out and then relying on the Benefit Extension Rider to keep the contract in force until the death of the Insured.  Anyone contemplating taking advantage of this strategy should be aware that it involves several risks.  First, if the death benefit under the Benefit Extension Rider is lower than the contract’s original death benefit, then the contract might become a MEC which could result in a significant tax liability attributable to the balance of any contract debt.  Second, this strategy will fail to achieve its goal if the contract is a MEC or becomes a MEC after the periodic borrowing begins.  Third, this strategy has not been ruled on by the Internal Revenue Service (the “IRS”) or the courts and it may be subject to challenge by the IRS, since it is possible that loans under this contract may be treated as taxable distributions when the rider causes the contract to be converted to a fixed contract.  In that event, assuming contract loans have not already been subject to tax as distributions, a significant tax liability could arise.  Anyone considering using the contract as a source of tax-free income by taking out contract loans should, before purchasing the contract, consult with and rely on a competent tax advisor about the tax risks inherent in such a strategy.

See “TAX EFFECTS” on page 60.  You should consult a qualified tax advisor for assistance in all contract-related tax matters.

Risk of Increases in Charges

Certain fees and charges assessed against the contract are currently at levels below the guaranteed maximum levels.  We may increase these fees and charges up to the guaranteed maximum level.  If fees and charges are increased, the risk that the contract will lapse increases and You may have to increase the premiums to keep the contract inforce.

Portfolio Risks

A comprehensive discussion of the risks of each portfolio may be found in each portfolio’s prospectus.  Please refer to the portfolios’ prospectuses for more information.

There is no assurance that any portfolio will achieve its stated investment objective.

FEE TABLE

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 expenses that You will pay at the time You make premium payments, take cash withdrawals, surrender the contract, exercise certain riders or transfer contract funds between investment divisions.

Transaction Fees
Charge	When Charge Is Deducted		Amount Deductedi
			Maximum Guaranteed Charge		Current Charge
Premium Loads
Premium Tax Charge	Upon receipt of a premium payment.		2.25% of each premium payment in all contract years.		2.25% of each premium payment in all contract years.
Sales Charge	Upon receipt of a premium payment.		4.0% of each premium payment in all contract years.		4.0% of each premium payment in all contract years.
Civil Service Allotment Service Charge	Upon receipt of a premium payment where Civil Service Allotment is chosen.		$0.46 from each bi-weekly premium payment.		$0.46 from each bi-weekly premium payment.
Surrender Chargeii (Deferred Sales Charge) Minimum and Maximum	At the time of surrender or lapse that occurs during the first 15 contract years.		(a) 26.0% of each premium payment in the first two contract years with a limit on this of one IRS guideline annual premium (plus) (b) 5.0% of all other premium payments.iii		(a) 26.0% of each premium payment in the first two contract years with a limit on this of one IRS guideline annual premium (plus) (b) 5.0% of all other premium payments.iii
Surrender Chargeii (Deferred Issue Charge) Minimum and Maximum		At the time of surrender or lapse that occurs during the first 15 contract years.		$3.00 in the first contract year per $1,000 of face amountiv		$3.00 in the first contract year per $1,000 of face amount.iv
Charge for a male Insured issue age 40 in the nonsmoker premium class in the first contract year with an annual paid premium of $2,000 and a $200,000 face amount.			$520.00 (deferred sales charge) plus $600.00 (deferred issue charge).		$520.00 (deferred sales charge) plus $600.00 (deferred issue charge).
Partial Withdrawal Charge	Upon partial withdrawal.		Lesser of $25 or 2% of amount withdrawn on any withdrawal after the first one in any contract year.		Lesser of $25 or 2% of the amount withdrawn on any withdrawal after the first one in any contract year.
Transfer Fees	Upon transfer of any money from the investment divisions or the General Account.		$25 on each transfer after the 12th transfer in any one contract year.		$0 on all transfers.
Additional Benefits Charges
Living Needs Rider	At the time a benefit is paid out.		$500.00		$200.00v

The next table describes the fees and expenses that You will pay periodically during the time that You own the contract, not including mutual fund portfolio fees and expenses.

Periodic Fees Related to Owning the Contract Other than Portfolio Operating Expenses
Charge	When Charge Is Deducted	Amount Deductedi
		Maximum Guaranteed Charge	Current Charge
Cost of Insurance Deductionvi Minimum and Maximum	On the contract date and on every monthly anniversary.	$0.06 up to $83.33 per $1,000 of net amount at riskvii per month.	$0.05 up to $35.79 per $1,000 of net amount at risk per month.
Charges for a male Insured issue age 40 in the nonsmoker premium class in the first contract year.		$0.20 per $1,000 of net amount at risk per month.	$0.17 per $1,000 of net amount at risk per month.
Expense Charge	On the contract date and on every monthly anniversary.	$7 per month in all contract years.	$7 per month in contract years 1 through 15.
Mortality and Expense Risk Charge	On each day the contract remains inforce.	Annual rate of 0.90% of the contract Separate Account assets in all  contract years.	Annual rate of 0.90% of the contract Separate Account assets in contract years 1 – 10 and 0.50% thereafter.
Loan Interest SpreadViii	On contract anniversary or earlier, as applicable.ix	4.50% (annually) in contract years 1-10; In contract years thereafter, it is 0.00% (annually) on loans of earnings and 4.50% on everything else.viii	2.00% (annually) in contract years 1-10; In contract years thereafter, it is 0.00% (annually) on loans of earnings and 2.00% on everything else. viii
Additional Benefits Chargesx
Accidental Death Benefit Rider Minimum and Maximum	On rider date and each monthly anniversary thereafter.	$0.03 up to $0.09 per month per $1,000 of accidental death benefit selected.	$0.03 up to $0.09 per month per $1,000 of accidental death benefit selected.
Charge for a male Insured attained age 40 in the nonsmoker premium class in the first contract year following the rider date		$0.08 per month per $1,000 of accidental death benefit.	$0.08 per month per $1,000 of accidental death benefit.
Additional Insured Rider Minimum and Maximum	On rider date and each monthly anniversary thereafter.	$0.06 up to $83.33 per month per $1,000 of Additional Insured Rider death benefit.	$0.05 up to $35.79 per month per $1,000 of Additional Insured Rider death benefit.
Charge for a female Insured attained age 40 in the nonsmoker premium class in the first contract year following the rider date.		$0.18 per month per $1,000 of Additional Insured Rider death benefit.	$0.12 per month per $1,000 of Additional Insured Rider death benefit.
Children's Insurance Rider*	On rider date and each monthly anniversary thereafter.	$0.52 per month per $1,000 of Children's Insurance benefit.xi	$0.52 per month per $1,000 of Children's Insurance benefit.
Family Insurance Rider*	On rider date and each monthly anniversary thereafter.	$1.72 per month per unit of Family Insurance Rider. xii	$1.72 per month per unit of Family Insurance Rider.
Flexible Disability Benefit Rider Minimum and Maximum	On rider date and each monthly anniversary thereafter until the contract anniversary on which the Insured reaches attained age 60.	$0.27 up to $0.80 per month per $10 of monthly benefit.	$0.27 up to $0.80 per month per $10 of monthly benefit.
Flexible Disability Benefit Rider (Continued) Charge for a male Insured issue age 40 in the nonsmoker premium class.		$0.50 per month per $10 of monthly benefit.	$0.50 per month per $10 of monthly benefit.
Guaranteed Insurability Rider Minimum and Maximum	On rider date and each monthly anniversary thereafter.	$0.05 up to $0.17 per month per $1,000 of Guaranteed Insurability benefit elected.	$0.05 up to $0.17 per month per $1,000 of Guaranteed Insurability benefit elected.
Charge for a male Insured issue age 30 in the nonsmoker premium class		$0.13 per month per unit of Guaranteed Insurability Rider.	$0.13 per month per unit of Guaranteed Insurability Rider.
Waiver of Charges Rider Minimum and Maximum	On rider date and each monthly anniversary thereafter.	$0.01 up to $0.12 per month per $1,000 of face amount.	$0.01 up to $0.12 per month per $1,000 of face amount.
Charge for a male Insured issue age 40 in the nonsmoker premium class in the first contract year		$0.02 per month per $1,000 of face amount.	$0.02 per month per $1,000 of face amount.

ⁱ  Some of these charges are rounded off in accordance with regulations of the U.S. Securities and Exchange Commission.  Actual charges may be somewhat higher or lower.

ⁱⁱ The surrender charge varies based upon the sex, issue age, and rating class of the Insured person on the issue date.  The surrender charges shown in the table may not be representative of the charges that You will pay.  Your contract’s data page will indicate the surrender charge applicable to Your contract.  For more detailed information concerning Your surrender charges, please contact Our Executive Office.

ⁱⁱⁱ These charges decrease gradually in contract years 2 through 15 to $0.00 for contract years 16 and thereafter.   An increase in face amount results in an increase in the IRS guideline annual premium.  All additions to the deferred sales charge for a face amount increase will be equal to 5.0% of paid premiums.  There will be no deferred sales charge after contract year 15.

^iv These charges decrease gradually beginning in contract year 11 to $0.00 in contract years 16 and thereafter.

^v Currently We charge an administrative fee of $200 at the time benefits are paid from this rider.  We reserve the right to increase this fee.

^vi The cost of insurance rate varies based upon a number of factors, including, but not limited to, the sex, attained age, and rating class of the Insured person at the time of the charge.  The cost of insurance deductions shown in the table may not be representative of the charges that You will pay.  Your contract’s data page will indicate the cost of insurance deduction applicable to Your contract.  For more detailed information concerning Your cost of insurance deductions, please contact Our Executive Office. We may place an Insured in a substandard underwriting class with ratings that reflect higher mortality risks and that result in a higher cost of insurance deduction.

^vii As of any monthly anniversary, the net amount at risk is the death benefit less the contract fund (after all deductions for that monthly anniversary, except the cost of insurance deduction).

^viii The Loan Interest Spread is the difference between the amount of interest We charge You for a loan (guaranteed not to exceed a maximum of 8.00% annually) and the amount of interest We credit to the amount in Your loan account (at least 3.50% annually).

^ix While a contract loan is outstanding, loan interest is charged in arrears on each contract anniversary or, if earlier, on the date of loan repayment, contract lapse, surrender, contract termination, or the Insured’s death.

x Charges for these riders may vary based on the contract duration, Insured’s issue or attained age, sex, risk class, and benefit amount.  Charges based on attained age may increase as the Insured ages.  The rider charges shown in the table may not be typical of the charges You will pay.  Your contract’s specification page will indicate the rider charges applicable to Your contract, and more detailed information concerning these rider charges is available upon request from Our Executive Office.

xⁱ Regardless of the number of children or their age, up to age 21.

xⁱⁱRegardless of the number of children or their age, up to age 21, or the age of the spouse.  A unit of coverage provides for a decreasing term insurance benefit for the spouse that is shown in the rider form You receive with Your contract as well as $1,000 of term insurance for each of the Insured’s children.

*No longer available for issue on new or inforce contracts.

The next item shows the lowest and highest total operating expenses deducted from portfolio assets (before waiver or reimbursement) during the fiscal year ended December 31, 2009.  Expenses of the portfolios may be higher or lower in the future.  More detail concerning each portfolio’s fees and expenses is contained in the prospectus for each portfolio.

Total Annual Portfolio Operating Expenses:

	Lowest	Highest
Total Annual Portfolio Operating Expenses 1 (expenses that are deducted from portfolio assets, including management fees, distribution or service fees (12b-1 fees), and other expenses)	0.10%	2.03%

¹ The portfolio expenses used to prepare this table were provided to Midland National by the funds or their fund managers.  Midland National has not independently verified such information.  The expenses reflect those incurred as of December 31, 2009.  Current or future expenses may be greater or less than those shown.

These fees and expenses are paid out of the assets of the portfolio companies.  A comprehensive discussion of the risks, charges and expenses of each portfolio company may be found in the portfolio company’s prospectus.  You can obtain a current copy of the portfolio companies’ prospectuses by contacting Us at:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD 57193

Phone: (800) 272-1642

Fax: (605) 335-3621

For information concerning compensation paid for the sale of the contracts, see “Distribution of the Contracts” on page 76.

SUMMARY OF VARIABLE UNIVERSAL LIFE 3

DEATH BENEFIT OPTIONS

Variable Universal Life 3 provides life insurance on the Insured person. If the contract is inforce We will pay a death benefit when the Insured person dies. You can choose between two death benefit options:

·Option 1: death benefit equals the face amount of the insurance contract. This is sometimes called a “level” death benefit.

·Option 2: death benefit equals the face amount plus the contract fund. This is sometimes called a “variable” death benefit.

The death benefit may be even greater in some circumstances. See “Death Benefit” on page 24.

We deduct any contract debt and unpaid charges before paying any benefits. The beneficiary can take the death benefit in a lump sum or under a variety of payment plans.

The minimum face amount is generally $50,000. However, for:

·Insured persons, age 0 to 14 at issue, the minimum face amount is $25,000; and

·Insured persons, age 20 to 44 at issue who are in the preferred non-smoker class, the minimum face amount is $100,000.

You may change the death benefit option You have chosen. You may also increase or decrease the face amount of Your contract, within limits.

FLEXIBLE PREMIUM PAYMENTS

You may pay premiums whenever and in whatever amount You want, within certain limits. We require an initial premium at issue which is based on the contract’s face amount and the Insured person’s age, sex and underwriting class. We are not required to accept any premium, and We currently reject any premium of less then $50.00.  However, under current Company practice, if paid by monthly bank draft, We will accept a premium as low as $30.00.

You may choose a planned periodic premium. But payment of the planned premiums may not ensure that Your contract will remain inforce. Additional premiums may be required to keep Your contract from lapsing. You need not pay premiums according to the planned schedule. Whether Your contract lapses or remains inforce can depend on the amount of Your contract fund (less any contract debt and surrender charge). The contract fund, in turn, depends on the investment performance of the investment divisions You select. (The contract fund also depends on the premiums You pay and the charges We deduct.) However, You can ensure that Your contract stays inforce during the minimum premium period by paying premiums equal to those required to meet the minimum premium requirements described in “Premium Provisions During The Minimum Premium Period” on page 28.

INVESTMENT CHOICES

You may allocate Your contract fund to up to ten of the fifty-eight investment divisions.

You bear the complete investment risk for all amounts allocated to any of these investment divisions. See “The Funds” on page 34.You may also allocate Your contract fund to Our General Account, where We guarantee the safety of principal and a minimum interest rate. See the “THE GENERAL ACCOUNT” on page 54.

YOUR CONTRACT FUND

Your contract fund begins with Your first premium payment. From Your premium We deduct sales charge a premium tax charge and any applicable service charge as described in the “Deductions From Your Premiums” section on page 55 and the first monthly deduction as described in the “Monthly Deductions From Your Contract Fund” section on page 56. The balance of the premium is Your beginning contract fund.

Your contract fund reflects:

·the amount and frequency of premium payments,

·deductions for the cost of insurance, additional benefits and other charges,

·the investment performance of Your chosen investment divisions,

·interest earned on amounts allocated to the General Account,

·impact of loans, and

·impact of partial withdrawals.

There is no guaranteed contract fund for amounts allocated to the investment divisions. 

See “The Contract Fund” on page 44.

Transfers

You may transfer Your contract fund among the investment divisions and between the General Account and the various investment divisions. We require a minimum amount for each transfer, usually $200. Currently, We allow an unlimited number of free transfers. We reserve the right to charge a $25 fee for each transfer after the 12^th in a contract year. There are additional limitations on transfers to and from the General Account. See “Transfer Of Contract Fund” on page 46.  Completed transfer requests received at Our Executive Office in good orderbefore the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed transfer request after the close of regular trading on the New York Stock Exchange, We will process the transfer request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange.  We reserve the right to eliminate and/or severely restrict the transfer privilege in any manner We deem appropriate for some, all or specific contract owners. 

Contract Loans

You may borrow up to 92% of Your net cash surrender value (the contract fund less the surrender charge minus any contract debt). Your contract will be the sole security for the loan. Your contract states a minimum loan amount, usually $200. Contract loan interest accrues daily at an annual adjusted rate. See “Contract Loans” on page 63.  Contract loan interest is not tax deductible on contracts owned by an individual. There may be federal tax consequences for taking a contract loan. See “TAX EFFECTS” on page 60.

If You use a third party registered investment adviser in connection with allocations among the investment divisions, You can request that We take loans from Your contract to pay the advisory fees provided We have received documentation in good order from You and Your adviser.  This does not constitute Us providing investment advice.  Before taking a contract loan, You should consult a tax advisor to consider the tax consequences of a loan on Your life insurance contract.  See “TAX EFFECTS” on page 60.

Withdrawing Money

You may make a partial withdrawal from Your contract fund. The current minimum withdrawal amount is $200. The maximum partial withdrawal You can make in any contract year is 50% of the net cash surrender value. The net cash surrender value is the contract fund minus any surrender charge minus any contract debt. Withdrawals are subject to other requirements. If You make more than one withdrawal in a contract year, then We deduct a service charge (no more than $25 for each subsequent withdrawal). Withdrawals could considerably reduce or eliminate some benefits or guarantees of the policy.  Withdrawals and surrenders may have negative tax effects.  See “TAX EFFECTS” on page 60. Completed partial withdrawal requests received in good order at Our Executive Office before the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed partial withdrawal request after the close of regular trading on the New York Stock Exchange, We will process the partial withdrawal request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange. Withdrawals are effected at unit values determined at the close of business on the day the withdrawal takes effect.

Surrendering Your Contract

You can surrender Your contract for cash and then We will pay You the netcash surrender value. A surrender charge will be deducted if You surrender Your contract or allow it to lapse during the surrender charge period.  It is possible that You will receive no net cash surrender

value if You surrender Your contract, especially in the first few contract years.  Taxes and a tax penalty may apply. See “Surrendering Your Contract” on page 53 and see “TAX EFFECTS” on page 60.

Completed surrender requests received in good order at Our Executive Office before the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed surrender request after the close of regular trading on the New York Stock Exchange, We will process the surrender request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange.

DEDUCTIONS AND CHARGES

Deductions From Your Premiums

We deduct a 4% sales charge from each premium payment.  This charge partially reimburses Us for the selling and distribution costs of this contract.  We also charge a 2.25% premium tax on each premium payment.  We may decrease or increase this charge depending on Our expenses, and We may vary this charge by state.  If You elect to pay premiums by Civil Service Allotment, We also deduct a 46¢ (forty-six cents) charge from each bi-weeklypremium payment.  See “Deductions From Your Premiums” on page 55.

Deductions From Your Contract Fund

Certain amounts are deducted from Your contract fund each month.  These are:

·an expense charge of $7.00 (currently, We plan to waive this deduction after the first 15 contract years but this waiver is not guaranteed),

·a cost of insurance deduction.  The amount of this charge is based on a number of factors, including, but not limited to, the Insured person’s attained age, sex, risk class, and the amount of insurance under Your contract; and

·charges for additional benefits.

In addition, We can deduct fees when You make:

·a partial withdrawal of net cash surrender value more than once in a contract year or

·more than twelve transfers a year between investment divisions.  (We currently waive this charge).

See “Monthly Deductions From Your Contract Fund” on page 56.

We also deduct a daily charge at an annual rate of 0.90% of the assets in every investment division.  We currently intend to reduce this charge to 0.50% after the 10^th contract year.  (This reduction is not guaranteed.)    This charge is for certain mortality and expense risks.

Surrender Charge

We deduct a surrender charge only if You surrender Your contract for its net cash surrender value or let Your contract lapse during the surrender charge period (this period is the first 15 contract years after date of issue or an increase in face amount).  If You keep this contract inforce for longer than the surrender charge period, then You will not incur a surrender charge.

The surrender charge has two parts: a deferred sales charge and a deferred issue charge.  The deferred sales charge partially reimburses Us for Our costs in selling and distributing this contract.  The deferred issue charge reimburses Us for underwriting and Our other costs in issuing the contract.

The maximum deferred sales charge is:

·26% of any premium payment in the first 2 contract years up to one guideline annual premium (this varies for each contract); and

·5% of all other premium payments.

After ten contract years, this charge begins to decline.  There is no surrender charge after 15 contract years.  The amount of the deferred sales charge depends on:

·the amount of Your premium payments,

·when You pay Your premiums and

·when You surrender Your contract or allow it to lapse.

The deferred issue charge is on a fixed schedule per thousand dollars of face amount.  It starts at $3.00 per $1,000 of face amount for the first 10 contract years and decreases to $0.00 after the 15^th contract year.  This summary of the deferred sales charge and the deferred issue charge assumes no changes in face amount.  See “Surrender Charge” on page 58.

ADDITIONAL INFORMATION ABOUT THE CONTRACTS

Your Contract Can Lapse

Your contract remains inforce if the net cash surrender value can pay the monthly deductions.  In addition, during the minimum premium period, Your contract will remain inforce as long as You meet the applicable minimum premium requirements.  However, the contract can lapse (1) during the minimum premium period if You do not meet the minimum premium requirement and (2) after the minimum premium period no matter how much You pay in premiums, if the net cash surrender value is insufficient to pay the monthly deductions (subject to the grace period).  See “Your Contract Can Lapse” on page 68.

Correspondence and Inquiries

You can write to Us at Our Executive Office to pay premiums, send correspondence or take any other action, such as transfers between investment divisions, or changes in face amount, regarding Your contract.  Our Executive Office is located at:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD  57193

(800) 272-1642

You also may send correspondence and transaction requests to Us by facsimile to Our Executive Office.  If  You are submitting an administrative request, please fax it to (605) 335-3621.  Any administrative requests sent to another number or address may not be considered received in Our Executive Office and will not receive that day’s price.  Some examples of administrative requests would be:

·Ownership changes

·Beneficiary changes

·Collateral Assignments

·Address changes

·Request for general contract information

·Adding or Canceling Riders or Additional Benefits

If You are submitting a transaction request, please fax it to (605) 373-8557.  Any transaction requests sent to another number or address may not be considered received in Our Executive Office and will not receive that day’s price.  Some examples of transaction requests would be:

·Partial Withdrawals

·Loan/Surrender requests

·Transfers among funds

·Fund or General Account additions/deletions

·Premium allocation changes

·Monthly deduction changes

·Dollar Cost Averaging set-up

·Portfolio rebalancing set-up

The procedures We follow for facsimile requests include a written confirmation sent directly to You following any transaction request.  We may record all telephone transactions.  We will employ reasonable procedures to confirm that instructions communicated by telephone or facsimile are genuine.  The procedures We follow for transactions initiated by telephone may include requirements that callers identify themselves and the contract owner by name, social security number, date of birth of the owner or the Insured person, or other identifying information.  We only allow certain transaction requests to be made with a telephone request.  Partial withdrawal, surrender and loan requests must be in good order, and may be made in writing or by facsimile to Our Executive Office.  Facsimile and telephone correspondence and transaction requests may not always be available.  Facsimile and telephone systems can experience outages or slowdowns for a variety of reasons.  These outages or slowdowns may prevent or delay Our receipt of Your request.  If You are experiencing problems, You should make Your correspondence and transaction request in writing.  There are risks associated with requests made by facsimile or telephone when the original request is not sent to Our Executive Office.  You bear these risks.  Accordingly, We disclaim any liability for losses resulting from allegedly unauthorized facsimile or telephone requests that We believe are genuine. 

State Variations

Certain provisions of the contracts may be different than the general description in the prospectus, and certain riders and options may not be available, because of legal restrictions in Your state.  See Your contract for specific variations since any such variations will be included in Your contract or in riders or endorsements attached to Your contract.  See Your agent or contact Our Executive Office for additional information that may be applicable to Your state.

Tax-Free “Section 1035” Exchanges

You can generally exchange one life insurance contract for another in a “tax-free exchange” under Section 1035 of the Internal Revenue Code.  Before making an exchange, You should compare both contracts carefully.  Remember that if You exchange another contract for the one described in this prospectus, You might have to pay a surrender charge and income taxes, including a possible penalty tax, on Your old contract, and there will be a new surrender charge period for this contract and other charges may be higher (or lower) 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).  If You purchase the contract in exchange for an existing life insurance contract from another company, We may not receive Your premium payment from the other company for a substantial period of time after You sign the application and send it to Us, and We cannot credit Your premium to the contract until We receive it. You should consult with and rely on a tax advisor if you are considering a contract exchange.  See “TAX EFFECTS” on page 60.

DETAILED INFORMATION ABOUT VARIABLE UNIVERSAL LIFE 3

INSURANCE FEATURES

This prospectus describes Our Variable Universal Life 3 contract.  There may be contractual variances because of requirements of the state where Your contract is delivered.

How the Contracts Differ From Whole Life Insurance

Variable Universal Life 3 provides insurance coverage with flexibility in death benefits and premium payments.  It enables You to respond to changes in Your life and to take advantage of favorable financial conditions.  The contract differs from traditional whole life insurance because You may choose the amount and frequency of premium payments, within limits. In addition, Variable Universal Life 3 has two types of death benefit options.  You may switch back and forth between these options.  The contract also allows You to change the face amount (within limits) without purchasing a new insurance contract.  However, evidence of insurability may be required.

Variable Universal Life 3 is “variable“ life insurance because the contract fund and other benefits will vary up or down depending on the investment performance of the investment divisions or options You select.  You bear the risk of poor investment performance, but You get the benefit of good performance.

Application for Insurance

To apply for a contract You must submit a completed application, in good order.  We decide whether to issue a contract based on the information in the application and Our standards for issuing insurance and classifying risks.  If We decide not to issue a contract, then We will return the sum of premiums paid plus interest credited.  The maximum issue age is 80.

There may be delays in Our receipt of applications that are outside of Our control because of the failure of the selling broker-dealer or life insurance agent to forward the application to Us promptly, or because of delays in determining that the contract is suitable for You.  Any such delays will affect when Your contract can be issued and when Your net premium is allocated among Our General Account and/or investment divisions.

We offer other variable life insurance contracts that have different death benefits, contract features, and optional benefits.  However, these other contracts also have different charges that would affect Your investment performance and contract fund.  To obtain more information about these other contracts, contact Our Executive Office.

Death Benefit

As long as Your contract remains inforce, We will pay the death benefit to the beneficiary when the Insured person dies (outstanding contract debt will be deducted from the proceeds).  As the owner, You may choose between two death benefit options:

·Option 1 provides a benefit that equals the face amount of the contract.  This “level” death benefit is for owners who prefer insurance coverage that does not vary in amount and has lower insurance charges.  Except as described below, the option 1 death benefit is level or fixed at the face amount.

·Option 2 provides a benefit that equals the face amount of the contract plus the contract fund on the day the Insured person dies.  This “variable” death benefit is for owners who prefer to have investment performance reflected in the amount of their insurance coverage.  Under Option 2, the value of the death benefit fluctuates with Your contract fund.

Under both options, federal tax law may require a greater benefit.  This benefit is a percentage multiple of Your contract fund.  The percentage declines as the Insured person gets older (this is referred to as the “corridor” percentage).  The minimum death benefit will be Your contract fund on the day the Insured dies multiplied by the percentage for his or her age.  For this purpose, age is the attained age (last birthday) at the beginning of the contract year of the Insured person’s death.  A table of corridor percentages and some examples of how they work, are in the statement of additional information which is available free upon request (see back cover).

Under either option, the length of time Your contract remains inforce depends on the net cash surrender value of Your contract and whether You meet the minimum premium period requirements. Your coverage lasts as long as Your net cash surrender value can cover the monthly deductions from Your contract fund.  In addition, during the minimum premium period, Your contract remains inforce if the sum of Your premium payments (minus any loans or withdrawals) is greater than the sum of the monthly minimum premiums for all of the contract months since the contract was issued.

The investment performances of the investment divisions and the interest earned in the General Account affect Your contract fund. Therefore, the returns from these investment options can affect the length of time Your contract remains inforce.

The minimum initial face amount generally is $50,000.  For issue ages 0 to 14, the minimum

face amount is $25,000.  For issue ages 20 to 44 and in the preferred non-smoker rate class, the minimum face amount is $100,000.

Notice and Proof of Death

We require satisfactory proof of the Insured person’s death before We pay the death benefit.  That can be a certified copy of a death certificate, a written statement by the attending physician, a certified copy of a decree of a court of competent jurisdiction as to the finding of death, or any other proof satisfactory to Us.

Payment of Death Benefits and Lump Sum Payments

In most cases, when a death benefit is paid in a lump sum We will pay the death benefit by establishing an interest bearing draft account, called the "Midland Access Account," for the beneficiary, in the amount of the death benefit proceeds.  We will send the beneficiary a draft account book and the beneficiary will have access to the account simply by writing a draft for all or any part of the amount of the death benefit.  We do not guarantee to credit a minimum interest rate on amounts left in the Midland Access Account. Any interest paid on amounts in the Midland Access Account are currently taxable to the beneficiary. 

The Midland Access Account is a draft account and is part of Our General Account.  It is not a bank account or a checking account and it is not insured by the FDIC or any government agency.  As part of Our General Account, it is subject to the claims of Our creditors.  We receive a benefit from all amounts left in the Midland Access Account.

Maturity Benefit

If the Insured person is still living on the maturity date, We will pay You the contract fund minus any outstanding loans.  The contract will then end.  The maturity date is the contract anniversary after the Insured person’s 100th birthday.  See “Maturity Date” on page 69.  In certain circumstances, You may extend the maturity date (doing so may have tax consequences).  See “TAX EFFECTS” on page 60.

Changes In Variable Universal Life 3

Variable Universal Life 3 gives You the flexibility to choose from a variety of strategies that enable You to increase or decrease Your insurance protection.

A reduction in face amount lessens the emphasis on a contract’s insurance coverage by reducing both the death benefit and the amount of pure insurance provided.  The amount of pure insurance is the difference between the contract fund and the death benefit.  This is the amount of risk We take.  A reduced amount at risk results in lower cost of insurance deductions from Your contract fund.

A partial withdrawal reduces the contract fund and may reduce the death benefit, while providing You with a cash payment, but generally does not reduce the amount at risk.  Choosing not to make premium payments may have the effect of reducing the contract fund.  Under death benefit option 1, reducing the contract fund increases the amount at risk (thereby increasing the cost of insurance deductions) while leaving the death benefit unchanged; under death benefit option 2, reducing the contract fund decreases the death benefit while leaving the amount at risk unchanged.

Increases in the face amount have the exact opposite effect of decreases.

Changing The Face Amount of Insurance

You may change the face amount of Your contract by submitting a fully completed contract change application to Our Executive Office.  You can only change the face amount twice each contract year.  All changes are subject to Our approval and to the following conditions.

For increases:

·Increases in the face amount must be at least $25,000

·To increase the face amount, You must provide, in good order, a fully completed contract change application and satisfactory evidence of insurability.  If the Insured person has become a more expensive risk, then We charge higher cost of insurance deductions for the additional amounts of insurance (We reserve the right to change this procedure in the future).

·Monthly cost of insurance deductions from Your contract fund will increase.  These begin on the date the face amount increase takes effect.

·The right to examine this contract does not apply to face amount increases.  (It only applies when You first purchase the contract).

·There will be an increase in the minimum premium requirement.

·A new surrender charge period and surrender charge increase will apply to the face amount increase.

For decreases:

·The surrender charge remains unchanged at the time of decrease.

·You cannot reduce the face amount below the minimum issue amounts at the time of the reduction as noted on the contract information page of Your contract.

·Monthly cost of insurance deductions from Your contract fund will decrease.

·The federal tax law may limit a decrease in the face amount.  If that limit applies, then Your new death benefit will be Your contract fund multiplied by the corridor percentage the federal tax law specifies for the Insured’s age at the time of the change.

·If You request a face amount decrease after You have already increased the face amount at substandard (i.e., higher) cost of insurance deductions, and the original face amount was at standard risk charges, then We will first decrease the face amount that is at substandard higher cost of insurance deductions.  We may change this procedure.  We reserve the right to change this procedure.

·There will be no decrease in the minimum premium requirement.

Changing the face amount may have tax consequences, so You should consult a tax advisor before making a change.  See “TAX EFFECTS” on page 60.

Changing Your Death Benefit Option

You may change Your death benefit option from option 1 to option 2 by submitting a fully completed contract change application, in good order, to Our Executive Office.  We require satisfactory evidence of insurability to make this change.

If You change from option 1 to option 2, the face amount decreases by the amount of  Your contract fund on the date of the change.  This keeps the death benefit and net amount at risk the same as before the change.  We may not allow a change in death benefit option if it would reduce the face amount below the minimum issue amount as noted on the contract information page of Your contract.

You may change Your death benefit option from option 2 to option 1 by sending a written request, in good order, to Our Executive Office.  If You change from option 2 to option 1, then the face amount increases by the amount of Your contract fund on the date of the change.  These increases and decreases in face amount are made so that the amount of the death benefit remains the same on the date of the change.  When the death benefit remains the same, there is no change in the net amount at risk.  This is the amount on which the cost of insurance deductions are based.

Changing the death benefit option may have tax consequences.  See “TAX EFFECTS” on page 60.  You should consult a tax advisor before making a change.  

When Contract Changes Go Into Effect

Any changes in the face amount or the death benefit option will go into effect on the monthly anniversary following the date We approve Your request.  After Your request is approved, You will receive a written notice showing each change.  You should attach this notice to Your contract.  We may also ask You to return Your contract to Us at Our Executive Office so that We can make a change.  We will notify You in writing if We do not approve a change You request.  For example, We might not approve a change that would disqualify Your contract as life insurance for income tax purposes.

Contract changes may have negative tax consequences.  See “TAX EFFECTS” on page 60.  You should consult a tax advisor before making any change.

Flexible Premium Payments

You may choose the amount and frequency of premium payments, within the limits described below.

Even though Your premiums are flexible, Your contract information page will show a “planned” periodic premium.  You determine the planned premiums when You apply can change them at any time.  You will specify the frequency to be on a quarterly, semi-annual or annual basis.  Planned periodic premiums may be monthly if paid by pre-authorized check.  Premiums may be bi-weekly if paid by Civil Service Allotment.  If You decide to make bi-weekly premium payments, We will assess the Civil Service Allotment Service Charge of $0.46 per bi-weekly premium. The planned premiums may not be enough to keep Your contract inforce. 

The insurance goes into effect when We receive Your initial minimum premium payment (and approve Your application).  We determine the initial minimum premium based on:

1)the age, sex and premium class of the Insured person,

2)the initial face amount of the contract, and

3)any additional benefits selected.

All premium payments should be payable to Midland National.  After Your first premium payment, all additional premiums should be sent directly to Our Executive Office.

We will send You premium reminders based on Your planned premium schedule.  You may make the planned payment, skip the planned payment, or change the frequency or the amount of the payment.  Generally, You may pay premiums at any time.  Amounts must be at least $50, unless made by a pre-authorized check.  Under current Company practice, amounts made by a pre-authorized check can be as low as $30.

Payment of the planned premiums does not guarantee that Your contract will stay inforce.  Additional premium payments may be necessary.  The planned premiums increase when the face amount of insurance increases.  If Your contract contains the Automatic Benefit Increase Provision Rider, this includes increases resulting from this rider.  Generally, if Your contract was issued After May 1, 1998 and prior to July 15, 2004, You will have this rider.  (For more information on the Automatic Benefit Increase Provision, see “APPENDIX A” on page 80 for details on how and when the increases are applied.)

If You send Us a premium payment that would cause Your contract to cease to qualify as life insurance under federal tax law, then We will notify You and return that portion of the premium that would cause the disqualification.

Premium Provisions During The Minimum Premium Period.  During the minimum premium period, You can keep Your contract inforce by meeting a minimum premium requirement.  In most states, the minimum premium period lasts until the later of the 5^th contract anniversary or the contract anniversary following the Insured’s 70^th birthday.  A monthly minimum premium is shown on Your contract information page.  (This is not the same as the planned premiums.)  The minimum premium requirement will be satisfied if the sum of premiums You have paid, less Your loans and withdrawals, is equal to or greater than the sum of the monthly minimum premiums required on each monthly anniversary.  The minimum premium increases when the face amount increases.

During the minimum premium period, Your contract will enter a grace period and lapse if:

·the net cash surrender value cannot cover the monthly deductions from Your contract fund; and

·the premiums You have paid, less Your loans and withdrawals, are less than the total monthly minimum premiums required to that date.

Remember that the net cash surrender value is Your contract fundminus any surrender charge and minus any outstanding contract debt.

This contract lapse can occur even if You pay all of the planned premiums.

Premium Provisions After The Minimum Premium Period.  After the minimum premium period, Your contract will enter a grace period and lapse if the net cash surrender value cannot cover the monthly deductions from Your contract fund.  Paying Your planned premiums may not be sufficient to maintain Your contract because of investment performance, charges and deductions, contract changes or other factors.  Therefore, additional premiums may be necessary to keep Your contract inforce.

Allocation of Premiums

Each net premium will be allocated to the investment divisions or to Our General Account on the  later of the day We receive it Your premium payment, in good order, at Our Executive Office (if We receive it before the close of regular trading on the New York Stock Exchange (usually, 3:00 p.m. Central Time))or on the record date.  When premium is received before the record date, the net premium will be held and earn interest in the General Account until the day after the record date.  When this period ends, Your instructions will dictate how We allocate the net premium.

There may be delays in Our receipt of applications that are outside of Our control because of the failure of the selling broker-dealer or life insurance agent to forward the application to Us promptly, or because of delays in determining that the contract is suitable for You.  Any such delays will affect when Your contract can be issued and when Your net premium is allocated among Our General Account and/or investment divisions.  Once we receive the application and initial premium from the selling broker-dealer, your instructions will dictate how We allocate the net premium.

The net premium is the premium minus a sales charge, a premium tax charge and any applicable service charge.  (Please note: The first monthly deduction is also taken from the initial premium).  Each net premium is put into Your contract fund according to Your instructions.  Your contract application may provide directions to allocate net premiums to Our General Account or the investment divisions.  You may not allocate Your contract fund to more than 10 investment divisions at any one point in time.  Your allocation instructions will apply to all of Your premiums unless You write to Our Executive Office with new instructions.  You may also change Your allocation instructions by calling Us at (800) 272-1642 or faxing Us at (605) 373-8557.  Changing Your allocation instructions will not change the way Your existing  contract fund is apportioned among the investment divisions or the General Account. Allocation percentages may be any whole number from 0 to 100.  The sum of the allocation percentages must equal 100.  Of course, You may choose not to allocate a premium to any particular investment division.  See “THE GENERAL ACCOUNT” on page 54.

Additional Benefits

You may include additional benefits in Your contract.  Certain benefits result in an additional monthly deduction from Your contract fund.  You may cancel these benefits at any time.  However, canceling these benefits may have adverse tax consequences and You should consult a tax advisor before doing so.  The following briefly summarizes the additional benefits that are currently available:

1.Accidental Death Benefit Rider: This rider can be selected at the time of application or added to an inforce contract.Under this rider,We will pay an additional benefit if the Insured person dies from a physical injury that results from an accident, provided the Insured person dies before the contract anniversary that is within a half year of his or her 70^th birthday. We charge a fee for this rider on the rider date and on each monthly anniversary thereafter. 

2.Additional Insured Rider: This rider can be selected at the time of application or added to an inforce contract.With this benefit, We will provide term insurance for another person, such as the Insured person’s spouse, under Your contract.  A separate charge will be deducted for each additional Insured. We charge a fee for this rider on the rider date and on each monthly anniversary thereafter. 

3.Automatic Benefit Increase Provision Rider:  Generally, onlycontracts issued after May 1, 1998, and prior to July 15, 2004 contain this rider. The only exception to this would be if Your application was in the underwriting process prior to July 15, 2004.  If this is the case, You may have a contract date later than July 15, 2004 and still have the Automatic Benefit Increase Provision Rider.  For more detailed information see “APPENDIX A” on page 80.

4.Benefit Extension Rider: This rider can prevent the contract from lapsing due to high amounts of contract debt, provided that certain conditions are met. If You choose this rider and exercise its benefits, there is a risk that the death benefit may be substantially reduced.  This rider can be selected at the time of application or added to an inforce contract.There is no additional charge for this benefit. 

You may elect this benefit while You meet the conditions listed below by sending Us written notice. When the benefit availability conditions listed below are satisfied and the contract debt is equal to or greater than 87% of the contract fund, We will send a written notice to Your last known address, at least once each contract year, that the benefit election is available to You.  If You decide to elect this benefit at that time, You must send Us written notice within 30 days of the date We mail this notice.

This benefit is not available unless all of the following conditions are met.

·The contract has been inforce for at least 15 contract years;

·the Insured’s contract age or attained age must be at least age 65;

·You have made withdrawals of all Your premium; and

·contract debt does not exceed the benefit election amount as defined below.

 The benefit election amount is as follows:

·89% of the contract fund for contract ages or attained ages that are greater than or equal to age 65 but less than or equal to age 74;

·93% of the contract fund for contract ages or attained ages that are greater than or equal to age 75.

However, if You choose to take a loan or withdrawal that causes the contract debt to exceed the benefit election amount during the 30 days after the written notice has been sent, this benefit election will not be available.

The effective date of this benefit will be the monthly anniversary date that follows the date We receive Your written notice.  The entire amount of Your contract fund  must be allocated to the General Account on and after the effective date. If You have any portion of the contract fund   in the Separate Account on the effective date, We will transfer it to Our General Account on that date.  No transfer charge will apply to this transaction and it will not count toward the maximum number of transfers allowed in a contract year.

The benefit extension period begins as of the effective date of the rider and ends (and the rider terminates) on the earliest of:

·the Insured’s death; or

·surrender of the contract; or

·the date any loans or withdrawals are taken.

During the benefit extension period:

·We guarantee Your contract will remain in force until the Insured’s death provided the contract is not terminated due to surrender, and You do not take loans or withdrawals after the effective date.

·The excess contract debt provision in the contract will be suspended.

· All monthly deductions will be taken from the General Account.

·We will not allow any:

1.premium payments; or

2.transfers to the Separate Account; or

3.face amount changes; or

4.death benefit option changes.

·The death benefit option will be death benefit option 1, and the death benefit will be subject to the minimum death benefit  provisions below.

·If the contract debt does not exceed the face amount as of the rider’s effective date, the face amount will be decreased to equal the contract fund as of the effective date.  We will send You an endorsement to reflect the new face amount.

·Any riders and supplemental benefits attached to the contract will terminate.

During the benefit extension period, the death benefit will be determined exclusively by death benefit option 1 and will be equal to the greatest of the following amounts for the then current contract year:

·100% of the contract fund as of the date We receive due proof of the insured’s death;

·The minimum amount of death benefit necessary for the contract to continue its qualification as a life insurance contract for federal tax purposes.

·The face amount (the option 1 death benefit).

In some circumstances, electing the benefit can cause Your contract to become a modified endowment contract (“MEC”).  You should consult with and rely on a tax advisor when making contract changes, taking loans or withdrawals to help You avoid situations that may result in Your contract becoming a MEC.

You may make loan repayments at anytime. Loan repayments will be allocated to the General Account. Interest charged on contract debt will continue to accrue during the benefit extension period.  Making loan repayments does not terminate the rider.

This Rider will terminate upon the earliest of:

·The date of the Insured’s death; or

·The date You surrender the contract; or

·The date any loans or withdrawals are taken during the benefit extension period.

Anyone contemplating the purchase of the contract with the Benefit Extension Rider should be aware that the tax consequences of the Benefit Extension Rider have not been ruled on by the IRS or the courts and it is possible that the IRS could assert that the outstanding loan balance should be treated as a taxable distribution when the Benefit Extension Rider causes the contract to be converted into a fixed contract.  You should consult with and rely on a tax advisor as to the tax risk associated with the Benefit Extension Rider.  See “TAX EFFECTS” on page 60.

5.Children’s Insurance Rider:  This rider provides term life insurance on the lives of the Insured person’s children.  Coverage under this rider includes natural children, stepchildren, and legally adopted children, between the ages of 15 days and 21 years.  They are covered until the Insured person reaches age 65 or the child reaches age 25, whichever is earlier. The Children’s Insurance Rider is no longer available for issue on new or inforce contracts.

6.Extended Maturity Option: This option is automatically included on all newly issued contracts.  This benefit provides You with the ability to request an extension of the maturity date indefinitely, or as long as allowed by the IRS and Your state. If the Insured is alive on the maturity date and this contract is still inforce and not in the grace period, this option may be elected. 

In order to elect this option, all of the contract fund must be transferred to either the General Account or the Money Market investment division and the death benefit option must be elected as option 1 unless Your state requires otherwise.  Once Your contract is extended beyond the maturity date, there We will not charge any further monthly deductions against Your contract fund and We will only allow transfers to the General Account or the Money Market investment division.  Furthermore, We will not allow any of the following to occur:

·Increase in the face amount of insurance

·Change in the death benefit options

·Premium payments

The Extended Maturity Option may have tax consequences.  See “TAX EFFECTS” on page 60.  Consult Your tax advisor before taking this election.                    

7.Family Insurance Rider:  This rider provides term life insurance on the Insured person’s children as does the Children’s Insurance Rider.  This rider also provides decreasing term life insurance on the Insured’s spouse. The Family Insurance Rider is no longer available for issue on new or inforce contracts.

8.Flexible Disability Benefit Rider: This rider must be selected at the time of application.Under this rider, We pay a set amount into Your contract fund each month (the amount is on Your contract information page).  The benefit is payable when the Insured person becomes totally disabled on or after his/her 15^th birthday and the disability continues for at least 6 months.  The disability must start before the contract anniversary following the Insured person’s 60^th birthday.  The benefit will continue for as long as the disability lasts or until the Insured person reaches age 65, whichever is earlier.  If the amount of the benefit paid into the contract fund is more than the amount allowed under the income tax code, the monthly benefit will be paid to the Insured.

We charge a fee for this rider on the rider date and on each monthly anniversary thereafter until the contract anniversary on which the Insured reaches attained age 60. 

9.Guaranteed Insurability Rider:  This rider must be selected at the time of application.This benefit provides for additional amounts of insurance without further evidence of insurability. We charge a fee for this rider on the rider date and on each monthly anniversary thereafter. 

10.Living Needs Rider: This rider can be selected at the time of application or added to an inforce contract.  This benefit provides an accelerated death benefit as payment of an “Advanced Sum,” in the event the Insured person is expected to die within 12 months (or longer period if required by state law).

Pursuant to the Health Insurance Portability and Accountability Act of 1996, We believe that for federal income tax purposes an advanced sum payment made under the Living Needs Rider should be fully excludable from the gross income of the beneficiary, as long as the beneficiary (the taxpayer) is the Insured person under the contract (except in certain business contexts).  You should consult a tax advisor if such an exception should apply.  The tax consequences associated with reducing the death benefit after We pay an accelerated death benefit are unclear, however.  You should consult a qualified tax advisor about the consequences of adding this rider to a contract or requesting an advanced sum payment under this rider.

There is no charge for this benefit prior to the time of a payment.  The amount of the advanced sum is reduced by expected future interest and may be reduced by a charge for administrative expenses.  Currently We charge an administrative fee of $200 at the time benefits are paid from this rider.  We reserve the right to increase this amount.

On the day We pay the accelerated benefit, We will reduce the following in proportion to the reduction in the eligible death benefit:

(a)the death benefit of the contract and of each eligible rider

(b)the face amount

(c)any contract fund

(d)any outstanding loan

When We reduce the contract fund, We allocate the reduction based on the proportion that Your unloaned amounts in the General Account and Your amounts in the investment divisions bear to the total unloaned portion of Your contract fund.

You can choose the amount of the death benefit to accelerate at the time of the claim.  The maximum advanced sum is 50% of the eligible death benefit (which is the death benefit of the contract plus the sum of any additional death benefits on the life of the Insured person provided by any eligible riders).  Currently, there is a maximum of $250,000 and a minimum of $5,000.

11.Waiver of Charges Rider: This rider can be selected at the time of application or added to an inforce contract with proof of insurability.With this benefit, We waive monthly deductions from the contract fund during the total disability of the Insured, if the Insured person becomes totally disabled on or after his/her 15^th birthday and the disability continues for at least 6 months.  If a disability starts before the contract anniversary following the Insured person’s 60^th birthday, then We will waive monthly deductions from the contract fund for as long as the disability continues. If a disability starts after the contract anniversary following the Insured person’s 60^th birthday, then you will not receive any benefit under this rider.

We charge a fee for this rider on the rider date and on each monthly anniversary thereafter.

The Children’s Insurance Rider, the Family Insurance Rider and the Additional Insured Rider all provide term insurance. Term insurance, unlike base coverage, does not provide a cash value or an opportunity for the death benefit to grow.  However, the cost of term insurance may be lower than the cost of base coverage.  

SEPARATE ACCOUNT INVESTMENT CHOICES

Our Separate Account And Its Investment Divisions

The “Separate Account” is Our Separate Account A, established under the insurance laws of the State of Iowa.  It is a unit investment trust registered with the Securities and Exchange Commission (SEC) under the Investment Company Act of 1940 but this registration does not involve any SEC supervision of its management or investment policies.  The Separate Account meets the definition of a “Separate Account” under the federal securities laws.  Income, gains and losses credited to, or charged against, the Separate Account reflects the investment experience of the Separate Account and not the investment experience of Midland National’s other assets.  Midland National is obligated to pay all amounts guaranteed under the contract. 

The Separate Account has a number of investment divisions, each of which invests in the shares of a corresponding portfolio of the funds.  You may allocate part or all of Your net premiums to no more than ten of the fifty-eight investment divisions currently available in Our Separate Account at any one time.

The Funds

Each of the portfolios available under the contract is a “series” of its investment company.  Currently there are fifty-eight investment divisions.

The funds’ shares are bought and sold by Our Separate Account at net asset value.  More detailed information about the funds and their investment objectives, policies, risks, expenses and other aspects of their operations, appear in their prospectuses, which accompany this prospectus.

The funds, their managers, or affiliates thereof, may make payments to Midland National and/or its affiliates.  These payments may be derived, in whole or in part, from the advisory fee deducted from fund assets and/or from “Rule 12b-1” fees deducted from fund assets.  Contract owners, through their indirect investment in the funds, bear the costs of these advisory and 12b-1 fees.  The amount of these payments may be substantial, may vary between funds and portfolios, and generally are based on a percentage of the assets in the funds that are attributable to the contracts and other variable insurance products issued by Midland National.  These percentages currently range up to 0.25% annually.  Midland National may use these payments for any corporate purpose, including payment of expenses that Midland National and/or its affiliates incur in promoting, marketing, and administering the (i) contracts, and (ii) in its role as an intermediary, the funds.  Midland National and its affiliates may profit from these payments.

Investment Policies Of The Portfolios

Each portfolio tries to achieve a specified investment objective by following certain investment policies.  A portfolio’s objectives and policies affect its returns and risks.  Each investment division’s performance depends on the experience of the corresponding portfolio.  The objectives of the portfolios are as follows:

Portfolio	Investment Objective
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco V.I. Financial Services Fund -– Series I Shares (Formerly AIM V.I. Financial Services Fund -– Series I Shares)	The Funds investment objective is long-term growth of capital.  The Fund invests, under normal circumstances, at least 80% of net assets (plus borrowings for investment purposes) in securities of issuers engaged primarily in the financial services-related industries.
Invesco V.I. Global Health Care Fund – Series I Shares (Formerly AIM V.I. Global Health Care Fund – Series I Shares)	The Funds investment objective is long-term growth of capital.  The Fund invests, under normal circumstances, at least 80% of net assets (plus borrowings for investment purposes) in equity securities of health care industry issuers.
Invesco V.I. International Growth Fund – Series I Shares (Formerly AIM V.I. International Growth Fund – Series I Shares)	The Fund's investment objective is long-term growth of capital.  The Fund invests primarily in a diversified portfolio of international equity securities whose issuers are considered by the Fund’s portfolio managers to have strong earnings growth.
Alger Portfolios
Alger Capital Appreciation Portfolio	Seeks long-term capital appreciation.
Alger Large Cap Growth Portfolio	Seeks long-term capital appreciation.
Alger Mid Cap Growth Portfolio	Seeks long-term capital appreciation.
Alger Small Cap Growth Portfolio**	Seeks long-term capital appreciation.
American Century Variable Portfolios, Inc.
American Century VP Balanced Fund**	Seeks long-term growth and current income.  Invests approximately 60 percent of its assets in equity securities and  in fixed income securities.
American Century VP Capital Appreciation Fund	Seeks capital growth.
American Century VP Income & Growth Fund**	Seeks capital growth by investing in common stocks.  Income is a secondary objective.
American Century VP International Fund	Seeks capital growth.
American Century VP Value Fund	Seeks long-term capital growth.  Income is a secondary objective.
Fidelity® Variable Insurance Products
VIP Asset ManagerSM Portfolio	Seeks to obtain high total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.
VIP Asset Manager: Growthâ Portfolio	Seeks to maximize total return by allocating its assets among stocks, bonds, short-term instruments, and other investments.
VIP Balanced Portfolio	Seeks income and capital growth consistent with reasonable risk.
VIP Contrafund® Portfolio	Seeks long-term capital appreciation.
VIP Equity-Income Portfolio	Seeks reasonable income. Will also consider the potential for capital appreciation.  The fund’s goal is to achieve a yield which exceeds the composite yield on the securities comprising the Standard & Poor’s 500sm Index of 500 (S&P 500®).
VIP Freedom 2010 Portfolio	Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond.
VIP Freedom 2015 Portfolio	Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond.
VIP Freedom 2020 Portfolio	Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond.
VIP Freedom 2025 Portfolio	Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond.
VIP Freedom 2030 Portfolio	Seeks high total return with a secondary objective of principal preservation as the fund approaches its target date and beyond.
VIP Freedom Income Portfolio	Seeks high total return with a secondary objective of principal preservation.
VIP Growth & Income Portfolio	Seeks high total return through a combination of current income and capital appreciation.
VIP Growth Opportunities Portfolio	Seeks to provide capital growth.
VIP Growth Portfolio	Seeks capital appreciation.
VIP High Income Portfolio	Seeks a high level of current income, while also considering growth of capital.
VIP Index 500 Portfolio	Seeks to provide investment results that correspond to the total return of common stocks publicly traded in the United States, as represented by the Standard & Poor’s 500 SM Index (S&P 500®).
VIP Investment Grade Bond Portfolio	Seeks as high a level of current income as is consistent with the preservation of capital.
VIP Mid Cap Portfolio	Seeks long-term growth of capital.
VIP Money Market Portfolio*	Seeks as high a level of current income as is consistent with preservation of capital and liquidity.
VIP Overseas Portfolio	Seeks long-term growth of capital.
Goldman Sachs Variable Insurance Trust
Goldman Sachs VIT Large Cap Value Fund (Formerly Goldman Sachs VIT Growth and Income Fund)	Seeks long-term capital appreciation.
Goldman Sachs Structured Small Cap Equity Fund	Seeks long-term growth of capital.
Lord Abbett Series Fund, Inc.
Lord Abbett Capital Structure Portfolio(Formerly Lord Abbett America’s Value Portfolio)	Seeks current income and capital appreciation.
Lord Abbett Growth and Income Portfolio	Seeks long-term growth of capital and income without excessive fluctuations in market value.
Lord Abbett International Opportunities Portfolio (Formerly Lord Abbett International Portfolio)	Seeks long-term capital appreciation.
Lord Abbett Mid-Cap Value Portfolio	Seeks capital appreciation through investments, primarily in equity securities, which are believed to be undervalued in the marketplace.
MFS Variable Insurance Trusts
MFS VIT Growth Series	Seeks capital appreciation. The fund’s objective may be changed without shareholder approval.
MFS VIT Investors Trust Series**	Seeks capital appreciation. The fund’s objective may be changed without shareholder approval.
MFS VIT New Discovery Series	Seeks capital appreciation.  The fund’s objective may be changed without shareholder approval.
MFS VIT Research Series	Seeks capital appreciation. The fund’s objective may be changed without shareholder approval.
MFS VIT Total Return Series	Seeks total return.  The fund’s objective may be changed without shareholder approval.
MFS VIT Utilities Series	Seeks total return.  The fund’s objective may be changed without shareholder approval.
Neuberger Berman Advisers Management Trust
Neuberger Berman AMT Regency Portfolio	Seeks growth of capital.
PIMCO Variable Insurance Trust
PIMCO VIT High Yield Portfolio	Seeks maximum total return, consistent with preservation of capital and prudent investment management.
PIMCO VIT Low Duration Portfolio**	Seeks maximum total return consistent with preservation of capital and prudent investment management.
PIMCO VIT Real Return Portfolio	Seeks maximum real return, consistent with preservation of real capital and prudent investment management.
PIMCO VIT Total Return Portfolio	Seeks maximum total return, consistent with preservation of capital and prudent investment management.
ProFunds VP
ProFund VP Japan	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Nikkei 225 Stock Average.
ProFund VP Oil & Gas	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the Dow Jones U.S. Oil & Gas Index.
ProFund VP Small-Cap Value	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the S&P SmallCap 600/Citigroup Value Index.
ProFund VP Ultra Mid-Cap	Seeks daily investment results, before fees and expenses, that correspond to twice (200%) the daily performance of the S&P MidCap 400 Index.
Van Eck VIP Trust
Van Eck VIP Global Hard Assets Fund (Formerly Van Eck Worldwide Hard Assets Fund)	Seeks long-term capital appreciation by investing primarily in “hard asset” securities. Income is a secondary consideration. Hard assets consist of precious metals, natural resources, real estate and commodities.
Vanguard Variable Insurance Funds
VanguardÒ VIF Balanced Portfolio	Seeks to provide long-term capital appreciation and reasonable current income.
VanguardÒ VIF High Yield Bond Portfolio	Seeks to provide high level of current income.
VanguardÒ VIF International Portfolio	Seeks to provide long-term capital appreciation.
VanguardÒ VIF Mid-Cap Index Portfolio	Seeks to track the performance of a benchmark index that measures the investment return of mid-capitalization stocks.
VanguardÒ VIF REIT Index Portfolio	Seeks to provide a high level of income and moderate long-term capital appreciation by tracking the performance of a benchmark index that measures the performance of publicly traded equity REITs.
VanguardÒ VIF Short-Term Investment-Grade Portfolio	Seeks to provide current income with limited price volatility.
VanguardÒ VIF Small Company Growth Portfolio	Seeks to provide long-term capital appreciation.
VanguardÒ VIF Total Bond Market Index Portfolio	Seeks to track the performance of a broad, market-weighted bond index.
VanguardÒ VIF Total Stock Market Index Portfolio	Seeks to track the performance of a benchmark index that measures the investment return of the overall stock market.

*During extended periods of low interest rates, the yields of the money market investment division may become extremely low and possibly negative. 

** These Investment Divisions were closed to new investors as of June 15, 2007.  If You had money invested in any of these Investment Divisions as of the close of business on Thursday, June 14, 2007, You may continue to make additional investments into that portfolio.  However, if You redeem or transfer completely out of any of these Investment Divisions after that date, You will not be able to reinvest in the portfolio.

Invesco Advisers, Inc. manages the AIM Variable Insurance Funds (Invesco Variable Insurance Funds). Fred Alger Management, Inc. manages the Alger Portfolios.  American Century Investment Management, Inc. manages the American Century VP Portfolios and the American Century Global Investment Management, Inc.   Fidelity Management & Research Company manages the VIP Funds.  Goldman Sachs Asset Management, L.P. serves as an investment adviser to the Goldman Sachs Variable Insurance Trust Funds.  Lord, Abbett & Co. LLC manages the Lord Abbett Series Fund, Inc.  MFS^® Investment Management manages the MFS^® Variable Insurance Trust^SM.   Neuberger Berman Management LLC manages the Neuberger Berman AMT Portfolios.  Pacific Investment Management Company LLC manages the PIMCO Variable Insurance Trust.  ProFund Advisors LLC manages the ProFunds VP. Van Eck Associates Corporation manages the Van Eck VIP Trust.  The Vanguard Group, Inc. manages the Vanguard Variable Insurance Fund.  

The fund portfolios available under these contracts are not available for purchase directly by the general public.  In addition, the fund portfolios are not the same as the mutual funds with very similar or nearly identical names that are sold directly to the public.  However, the investment objectives and policies of the portfolios are very similar to the investment objectives and policies of other (publicly available) mutual fund portfolios that have very similar or nearly identical names and that are or may be managed by the same investment advisor or manager. 

Nevertheless, the investment performance and results of any of the funds’ portfolios that are available under the contracts 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 available portfolios will be comparable to the investment results of any other portfolio or mutual fund, even if the other portfolio or mutual fund has the same investment adviser or manager and the same investment objectives and policies and a very similar or nearly identical name.

The fund portfolios offered through the contract are selected by Midland National based on several criteria, including asset class coverage, the strength of the manager’s reputation and tenure, brand recognition, performance, and the capability and qualification of each sponsoring investment firm. Another factor that We consider during the selection process is whether the fund or one of its service providers (e.g., the investment adviser) will make payments to Us, and the amount of any such payments.  We may use such payments for any corporate purpose, including payment of expenses that We incur in promoting, marketing, and administering the contracts, and, in Our role as an intermediary, the funds.  We may profit from these payments.

You are responsible for choosing the fund portfolios, and the amounts allocated to each, that are appropriate for Your own individual circumstances and Your investment goals, financial situation, and risk tolerance.  Because investment risk is borne by You, decisions regarding investment allocations should be carefully considered.

In making Your investment selections, We encourage You to thoroughly investigate all of the information regarding the fund portfolios that is available to You, including each fund's prospectus, statement of additional information and annual and semi/annual reports.  Other sources such as the fund’s website or newspapers and financial and other magazines provide more current information, including information about any regulatory actions or investigations relating to a fund or portfolio.   You should monitor and periodically re-evaluate Your allocations to determine if they are still appropriate.

If You use a third party registered investment adviser in connection with allocations among the investment divisions, You can request that We take loans from Your contract to pay the advisory fees provided We have received documentation from You and Your adviser.  This does not constitute Us providing investment advice.  Before taking a contract loan, You should consult a tax advisor to consider the tax consequences of a loan on Your life insurance contract.  See “TAX EFFECTS” on page 60.

You bear the risk of any decline in Your contract fund resulting from the performance of the portfolios You have chosen.

Midland National does not provide investment advice and does not recommend or endorse any particular fund or portfolio.

You should carefully consider the investment objectives, risks, and charges and expenses of the portfolios before investing.  The portfolios' prospectuses contain this and other information and should be read carefully before investing.You can receive a current copy of a prospectus for each of the portfolios by contacting Your registered representative and by contacting Us at:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD 57193

Phone: (800) 272-1642

Fax: (605) 335-3621

Effects of Market Timing

Frequent, large, programmed, or short-term transfers among the investment divisions or between the investment divisions and the General Account (“Harmful Trading”) can cause risks with adverse effects for other contract owners (and beneficiaries and portfolios).  These risks and harmful effects include: (1) dilution of the interests of long-term investors in an investment division if transfers into the division are made at unit values that are priced below the true value or transfers out of the investment division are made at unit values priced higher than the true value (some “market timers” attempt to do this through methods known as “time-zone arbitrage” and “liquidity arbitrage”); (2) an adverse effect on portfolio management, such as causing the portfolio to maintain a higher level of cash than would otherwise be the case, or causing a portfolio to liquidate investments prematurely (or otherwise at an inopportune time) in order to pay withdrawals; and (3) increased brokerage and administrative expenses. 

The ProFunds portfolios are designed for, and affirmatively permit, frequent and short term trading. Therefore, they may be more susceptible to these harmful effects than other portfolios. These portfolios might not be appropriate for long-term investors.

In addition, because other insurance companies and/or retirement plans may invest in the portfolios, the risk exists that that the portfolios may suffer harm from frequent, programmed, large, or short-term transfers among investment divisions of variable contracts issued by other insurance companies or among investment options available to retirement plan participants. 

Charges In The Funds

The funds charge for managing investments and providing services. Each portfolio’s charges vary.

The Fidelity VIP portfolios have an annual management fee. That is the sum of an individual fund fee rate and a group fee rate based on the monthly average net assets of Fidelity Management & Research Company’s mutual funds. In addition, each of these portfolios’ total operating expenses includes fees for management and shareholder services and other expenses (custodial, legal, accounting, and other miscellaneous fees). The fees for the Fidelity VIP portfolios are based on the Initial Class. See the Fidelity VIP portfolios’ prospectuses for additional information on how these charges are determined and on the minimum and maximum charges allowed.

The funds, with the exception of Fidelity VIP, have annual management fees that are based on the monthly average of the net assets in each of the portfolios. The funds may also impose redemption fees, which We would administer and deduct from Your contract fund.  See each portfolio company’s prospectus for details.

Asset Allocation Program

The following is a general description of the asset allocation program available under the contract.  A complete description of each model is available in the consumer brochure for the asset allocation program that is available upon request from Your registered representative. 

General

Under Midland National’s asset allocation program, five models have been developed based on different profiles of an investor’s financial goals, willingness to accept investment risk, investment time horizon and other factors.  You can elect one of these models or create Your own “self-directed” portfolio.

The asset allocation models available are not offered by this prospectus and are not part of Your contract.  Asset allocation models are a separate service We make available in connection with the contract at no additional charge to You, to help You select investment options.  Asset allocation programs are an investment strategy for distributing assets among asset classes to help attain an investment goal.  For Your contract, the asset allocation models can help with decisions You need to make about how to allocate Your contract fund among available subaccounts (and their corresponding portfolios).  The theory behind an asset allocation strategy is that diversification among asset classes can help reduce volatility over the long term.

There is no assurance that investment returns will be better through participation in an asset allocation program.  Your contract may still lose money and experience volatility.

The Asset Allocation Models

There are five asset allocation models currently available.  All of the models involve some degree of investment risk, including the risk of investment losses.

Conservative – The conservative investor is particularly sensitive to short-term losses, but still has the goal of beating expected inflation over the long run. A conservative investor's aversion to short-term losses could compel him/her to shift into the most conservative investment if losses occur.  Conservative investors would accept lower long-term return in exchange for smaller and less frequent changes in portfolio value (i.e. less volatility). Analyzing the risk-return choices available, a conservative investor is usually willing to accept a lower return in order to seek relatively more safety of his or her investment.  However, even this model involves some risk of investment loss.

Moderate Conservative – This model is appropriate for the investor who seeks both modest capital appreciation and income from his/her portfolio.  This investor will have either a moderate time horizon or a slightly higher risk tolerance than the most conservative investor in a conservative range.  While this model is still designed to preserve the investor’s capital over the long term, fluctuation in value (and investment losses) may occur from year to year. 

Moderate – The moderate investor is willing to accept more risk than the conservative investor is, and does not try to minimize investment losses but is probably not comfortable with and less willing to accept the short-term risk associated with achieving a long-term return substantially above the inflation rate. A moderate investor is somewhat concerned with short-term losses and would shift to a more conservative option in the event of significant short-term losses.  Achieving long-term return and safety of investment are of equal importance to the moderate investor.

Moderate Aggressive – Designed for investors with a high tolerance for risk and a longer time horizon.  This investor has little need for current income and seeks above-average growth from his/her investable assets.  The main objective of this range is capital appreciation, and these investors should be able to tolerate fluctuation in value and some losses in their portfolio values.

Aggressive - The aggressive portfolio should be constructed with the goal of maximizing long-term expected returns rather than to minimize possible short-term losses.  The aggressive investor values high returns relatively more and can tolerate both large and frequent fluctuations in portfolio value in exchange for a potentially higher long-term return.

The Current Models

Asset allocation models allocate policy fund among different asset classes, as discussed above, and one or more specific fund portfolios is/are used within each asset class.  Just as the percentages of policy fund allocated to each asset class may change from time to time, the specific fund portfolios used within each asset class may change from time to time as the result of a number of factors, such as investment performance, style drift, the availability of fund portfolios (because of fund mergers, fund liquidations, fund closings, etc.). 

Currently, the asset allocation models are made up of the following target percentages of asset classes:

Conservative

• 61% Intermediate Bonds
• 13% Cash Equivalents
• 6% Large Cap Value
• 5% High-Yield Bonds
• 5% International Equity
• 4% Large Cap Growth
• 4% Mid Cap Equity
• 2% Hard Assets

Moderate Conservative

• 44% Intermediate Bonds
• 8% Cash Equivalents
• 11% Large Cap Value
• 5% High-Yield Bonds
• 11% International Equity
• 8% Large Cap Growth
• 7% Mid Cap Equity
• 3% Small Cap Equity
• 3% Hard Assets

Moderate

• 33% Intermediate Bonds
• 3% Cash Equivalents
• 14% Large Cap Value
• 4% High-Yield Bonds
• 16% International Equity
• 11% Large Cap Growth
• 10% Mid Cap Equity
• 5% Small Cap Equity
• 4% Hard Assets

Moderate Aggressive

• 20% Intermediate Bonds
• 18% Large Cap Value
• 3% High-Yield Bonds
• 21% International Equity
• 14% Large Cap Growth
• 13% Mid Cap Equity
• 7% Small Cap Equity
• 4% Hard Assets

Aggressive

• 5% Intermediate Bonds
• 21% Large Cap Value
• 27% International Equity
• 17% Large Cap Growth
• 15% Mid Cap Equity
• 10% Small Cap Equity
• 5% Hard Assets

Currently, the asset allocation models are made up of the following fund portfolios, by asset class:

Intermediate Bonds:

• PIMCO VIT Total Return Portfolio
• Fidelity VIP Investment Grade Bond Portfolio

Cash Equivalents:

• Fidelity VIP Money Market Portfolio

Large Cap Value:

• American Century VP Value Fund

Large Cap:

• Fidelity VIP Index 500 Portfolio

High-Yield Bonds:

• Fidelity VIP High Income Portfolio

International Equity:

• Invesco V.I. International Growth Fund
• Vanguard VIF International Portfolio

Large Cap Growth:

• MFS^® VIT Growth Series

Mid Cap Equity:

• Vanguard VIF Mid-Cap Index Portfolio

Small Cap Equity:

• Vanguard VIF Small Company Growth Portfolio
• ProFunds VP Small-Cap Value

Hard Assets:

• Van Eck VIP Global Hard Assets Fund

Selecting an Asset Allocation Model

If you participate in the asset allocation program, then You must complete a questionnaire that, among other things, solicits information about Your personal investment risk tolerance, investment time horizon, financial goals and other factors.  Based on Your responses to that questionnaire, a particular asset allocation model may be suggested for Your use. 

Although You may only use one model at a time, You may elect to change to a different model at any time as Your tolerance for risk and/or Your needs and objectives change or for any other reason.  Using the questionnaire and in consultation with Your representative, You may determine a different model better meets Your risk tolerance and time horizons.  There is no fee to change to a different model.

If You elect to participate in the asset allocation program, You can also elect to become a client of Sammons Advisor Services, a division of Sammons Securities Inc., an investment advisor registered under the Investment Advisers Act of 1940 and an affiliate of Midland National.  If you have elected to become a client of Sammons Advisor Services, You will be provided with a packet of information that includes the following information:

·Sammons Advisor Services Client Agreement — 2 copies

·Midland National Authorization Form for Sammons Advisor Services

·Instructions on how to complete and submit the above referenced forms

·Part II Disclosure Brochure for Sammons Advisor Services, a division of Sammons Securities, Inc.

·Sammons Advisor Services Privacy Notice

Upon completion of the forms, Sammons Advisor Services will serve as Your investment advisor, but solely for the purpose of developing and updating the asset allocation models.  Sammons Advisor Services currently follows the recommendations of an independent third-party consultant to develop and update the models.  From time to time, Sammons Advisor Services may select a different third-party consultant to provide recommendations, to the extent permitted under applicable law, or they may develop and/or update model portfolios without retaining a third party.

It is Your responsibility to select or change Your asset allocation model.  Your representative can provide You with information that may assist You in selecting a model appropriate for Your risk tolerance.  Although the models are designed to maximize investment returns and reduce volatility for a given level of risk, there is no guarantee they will perform better than a self-directed portfolio.  A model may fail to perform as intended, or may perform worse than any single investment portfolio, asset class or different combination of investment options.  In addition, the models are subject to all of the risks associated with the separate account investment portfolios. 

Periodic Updates of Asset Allocation Models and Notices of Updates

Sammons Advisor Services, through its third-party consultant as described above, periodically reviews the models (generally on an annual basis) and may find that asset allocations within a particular model may need to be changed.  Similarly, the principal investments, investment style, or investment manager of an investment portfolio may change such that it is no longer appropriate for a model, or conversely, it may become appropriate for a model. 

If You have elected to become a client of Sammons Advisor Services, We will provide notice regarding any such changes 30 days prior to the date the changes become effective.  If You do not wish to have Your contract fund reallocated and rebalanced to the new model, You must “opt-out” of the change by notifying Us prior to the effective date of the change.  If You take no action within the allotted 30 days, Your current allocations will be automatically rebalanced to the new model on the effective date of the changes and future premium allocations will be changed to match the new model.  

Generally, You are free to move from one allocation model to another and to move in and out of the allocation models.  If You elect to opt-out of an announced model change or otherwise direct Us to reallocate Your contract fund or future premium outside of these models, Your contract fund will become a self-directed portfolio on the date the change becomes effective.  However, if You have an optional rider that limits Your investments options, and You opt out of a change or otherwise reallocate Your policy fund or premium in a way that is not permitted by the rider, then the rider will terminate. 

If You submit an opt-out notice in response to an announced model change, Your investment options and future premium allocations will not be changed until You provide Us with new instructions.  You will continue to receive notifications of future model changes for as long as Your agreement with Sammons Advisor Services is in effect.  If You wish to re-enter an asset allocation model in the future, You must opt-in by notifying Us in writing.

If You do not elect to become a client of Sammons Advisor Services, You will not be notified of changes to the asset allocation models and Your contract fund and future premiums will not be reallocated to the new model.  Your contract fund and future premium allocations will remain static based on the model that was in effect at the time You elected the model unless You provide Us with new instructions.

Other Information

For more information about Sammons Advisor Services and its role as investment advisor for the asset allocation models, please see the Part II Disclosure Brochure for Sammons Advisor Services, a division of Sammons Securities, Inc., which is available to You at no charge.  This document contains information required by Part II of its Form ADV, which is the SEC investment advisor registration form.  Your representative can provide You with this disclosure brochure or You can request a copy by writing to Sammons Advisor Services, Variable Life, One Sammons Plaza, Sioux Falls, SD  57193 or by calling 800-272-1642. 

Midland National may perform certain administrative functions on behalf of our affiliate, Sammons Advisor Services, including, but not limited to communication regarding its recommendations and services on its behalf. However, We are not registered as an investment advisor and are not providing any investment advice in making asset allocation models or self-directed portfolios available to Our contract owners.  Furthermore, Your registered representative is not providing any investment advice related to the asset allocation program.

USING YOUR CONTRACT FUND

The Contract Fund

Your contract fund is the sum of Your amounts in the various investment divisions and in the General Account (including any amount in Our General Account securing a contract loan).  Your contract fund reflects various charges.  See “DEDUCTIONS AND CHARGES” on page 55.  Monthly deductions are made on the contract date and on the first day of each contract month.  Transaction and surrender charges are made on the effective date of the transaction.  Charges against Our Separate Account are reflected daily.

Your contract fund begins with Your first premium payment.  From Your premium We deduct a premium tax charge, any applicable service charge, and the first monthly deduction a sales charge, as described in the “Deductions From Your Premiums” section on page 55.  The balance of the premium is Your beginning contract fund.

Your contract fund reflects:

·the amount and frequency of premium payments,

·deductions for the cost of insurance, additional benefits and other charges,

·the investment performance of Your chosen investment divisions,

·interest earned on amounts allocated to the General Account,

·impact of loans, and

·impact of partial withdrawals.

We guarantee amounts allocated to the General Account.  The guarantee is subject to Our financial strength and claims-paying ability. There is no guaranteed minimum contract fund for amounts allocated to the investment divisions of Our Separate Account.  An investment division’s performance will cause Your contract fund to go up or down.  You bear that investment risk.

Amounts In Our Separate Account

Amounts allocated or transferred to the investment division are used to purchase accumulation units.  Accumulation units of an investment division are purchased when You allocate net premiums, repay loans or transfer amounts to that division.  Accumulation units are redeemed when You make withdrawals or transfer amounts from an investment division (including transfers for loans), when We make monthly deductions and charges, and when We pay the death benefit.  The number of accumulation units purchased or redeemed in an investment division is calculated by dividing the dollar amount of the transaction by the division’s accumulation unit value next determined at the end of the business day on which the transaction occurs; if the transaction occurs after 3:00 p.m. Central Time, then we will use the investment division's accumulation unit value on the next business day.  The value You have in an investment division is the accumulation unit value times the number of accumulation units credited to You.  The number of accumulation units credited to You will not vary because of changes in accumulation unit values.

How We Determine The Accumulation Unit Value

We determine accumulation unit values for the investment divisions at the end of each business day.  Accumulation unit values fluctuate with the investment performance of the corresponding portfolios of the funds.  They reflect investment income, the portfolio’s realized and unrealized capital gains and losses, the funds’ expenses, and Our deductions and charges.  The accumulation unit value for each investment division is set at $10.00 on the first day there are contract transactions in Our Separate Account associated with these contracts.  After that, the accumulation unit value for any business day is equal to the accumulation unit value for the previous business day multiplied by the net investment factor for that division on that business day.

We determine the net investment factor for each investment division every business day as follows:

·We take the value of the shares belonging to the division in the corresponding fund portfolio at the close of business that day (before giving effect to any contract transactions for that day, such as premium payments or surrenders).  We use the share value reported to Us by the fund.

·We add any dividends or capital gains distributions paid by the portfolio on that day.

·We divide this amount by the value of the amounts in the investment division at the close of  business on the preceding business day (after giving effect to any contract transactions on that day).

·We subtract a daily asset charge for each calendar day between business days (for example, a Monday calculation may include charges for Saturday and Sunday).  The daily charge is .0024547%, which is an effective annual rate of 0.90%.  We currently intend to reduce this charge to 0.50% after the 10^th contract year.  (This reduction is not guaranteed).  (See “Mortality and Expense Risk” on page 55.)

·We may subtract any daily charge for taxes or amounts set aside as tax reserves.

Contract Fund Transactions and “Good Order”

The transactions described below may have different effects on Your contract fund, death benefit, face amount or cost of insurance deductions.  You should consider the net effects before making any contract fund transactions.  Certain transactions have fees.  Remember that upon completion of these transactions, You may not have Your contract fund allocated to more than 10 investment divisions.

Good Order. We cannot process Your requests for transactions relating to Your contract fund until We have received them in good order at Our Executive Office.  “Good order” means the actual receipt of the requested transaction in writing, along with all information and supporting legal documentation necessary to effect the transaction.  This information and documentation generally includes, to the extent applicable, Your completed application, the contract number, the transaction amount (in dollars), the full names of and allocations to and/or from the investment divisions affected by the requested transaction, the signatures of all contract owners, exactly as registered on the contract, social security number or taxpayer I.D., and any other information or supporting documentation that we may require.  With respect to purchase requests, “good order” also generally includes receipt of sufficient funds by Us to effect the purchase.  We may, in Our sole discretion, determine whether any particular transaction request is in good order, and We reserve the right to change or waive any good order requirements at any time.

Transfer Of Contract Fund

You may transfer amounts among the investment divisions and between the General Account and any investment divisions.  To make a transfer of contract fund, write to Our Executive Office at the address shown on page one of this prospectus.  You may also call-in Your requests to Our Executive Office toll-free at (800) 272-1642 or fax Your requests to Our Executive Office at (605) 373-8557.  Any requests sent to another number may not be considered received in Our Executive Office.  Currently, You may make an unlimited number of transfers of contract fund in each contract year(subject to “Transfer Limitations” below).  However, We reserve the right to assess a $25 charge for each transfer after the 12^th in a contract year.  We reserve the right to eliminate and/or severely restrict the transfer privilege in any manner We deem appropriate for some, all or specific contract owners.  If We charge You for making a transfer, then We will allocate the charge as described under “Deductions and Charges – How Contract Fund Charges Are Allocated” on page 58.  Although a single transfer request may include multiple transfers, it will be considered a single transfer for the purpose of assessing any transfer charge.

The minimum transfer amount is $200.  The minimum amount does not have to come from or be transferred to just one investment division.  The only requirement is that the total amount transferred that day equals the minimum transfer amount.

The total amount that can be transferred from the General Account to the Separate Account, in any contract year, cannot exceed the larger of:

1)25% of the unloaned amount in the General Account at the beginning of the contract year, or

2)$25,000.  (We reserve the right to decrease this to $1,000.)

These limits do not apply to transfers made in a Portfolio Rebalancing Option or in a Dollar Cost Averaging program that occurs over a time period of 12 or more months.

Completed transfer requests received, in good order, at Our Executive Office before the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed transfer request after the close of regular trading on the New York Stock Exchange, We will process the transfer request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange.

Transfer Limitations

Frequent, large, programmed or short-term transfers among investment divisions, such as those associated with “market timing” transactions, can adversely affect the portfolios and the returns achieved by contract owners.  In particular, such transfers may dilute the value of the portfolios’ shares, interfere with the efficient management of the portfolios’ investments, and increase brokerage and administrative costs of the portfolios.  In order to try to protect Our contract owners and the portfolios from potentially harmful trading activity, We have implemented certain market timing policies and procedures (the “market timing procedures”).  Our market timing procedures are designed to detect and prevent frequent or short-term transfer activity among the investment divisions of the Separate Account that may adversely affect other contract owners or portfolio shareholders.

More specifically, currently Our market timing procedures are intended to detect potentially harmful trading or transfer activity by monitoring for any two interfund transfer requests on a contract within a five business day period, in which the requests are moving to and from identical subaccounts (for example, a transfer from MFS VIT New Discovery Series to Fidelity VIP Money Market, followed by a transfer from Fidelity VIP Money Market back to MFS VIT New Discovery within five business days).

We will review transfer requests, daily blotters, and transaction logs in an attempt to identify transfers that exceed these transfer parameters.  When We identify a second trade within five days of the first, We will review those transfers (and other transfers in the same contract) to determine if, in Our judgment, the transfers are part of a market timing strategy or otherwise have the potential to be harmful.  We will honor and process the second transfer request, but if We believe that the activity is potentially harmful, We will suspend that contract’s transfer privileges and We will not accept another transfer request for 14 business days.  We will attempt to inform the contract owner (or registered representative) by telephone that their transfers have been deemed potentially harmful to others and that their transfer privilege is suspended for 14 days.  If We do not succeed in reaching the contract owner or registered representative by phone, We will send a letter by first class mail to the contract owner’s address of record.

We apply Our market timing procedures to all of the investment divisions available under the contract, including those investment divisions that invest in portfolios that affirmatively permit frequent and short-term trading (such as the ProFunds portfolios). However, We offer other variable products that do not apply market-timing procedures with respect to those portfolios (that is, frequent or short-term trading is permitted). In addition, other insurance companies offer variable life insurance and annuity contracts that may permit short-term and frequent trading in those portfolios. Therefore, if You allocate premiums or your contract fund to investment divisions that invest in the ProFunds portfolios, You may indirectly bear the effects of marketing timing or other frequent trading. These portfolios might not be appropriate for long-term investors.

In addition to Our own market timing procedures, managers of the investment portfolios might contact Us if they believe or suspect that there is market timing or other potentially harmful trading, and, if so, We will take appropriate action to protect others.  In particular, We may, and We reserve the right to, reverse a potentially harmful transfer.   If so, We will inform the contract owner and/or registered representative.  The contract owner will bear any investment loss involved in a reversal.

To the extent permitted by applicable law, We reserve the right to delay or reject a transfer request at any time that We are unable to purchase or redeem shares of any of the portfolios available through Separate Account A, because of any refusal or restriction on purchases or redemptions of their shares on the part of the managers of the investment portfolios as a result of their own policies and procedures on market timing activities or other potentially abusive transfers.  If this occurs, We will attempt to contact You by telephone for further instructions.  If We are unable to contact You within 5 business days after We have been advised that Your transfer request has been refused or delayed by the investment portfolio manager, the amount intended for transfer will be retained in or returned to the originating investment division. 

You should be aware that, as required by SEC regulation, We have entered into a written agreement with each underlying fund or principal underwriter that obligates Us to provide the fund, upon written request, with information about You and Your trading activities in the investment divisions investing in the fund’s portfolios.  In addition, We are obligated to execute instructions from the funds that may require Us to restrict or prohibit Your investment in a specific investment division investing in a fund portfolio if the corresponding fund identifies You as violating the frequent trading policies that the fund has established for that portfolio.  You should read the prospectuses of the portfolios for more details on their ability to refuse of restrict purchases or transfers of their shares.

If We receive a premium payment from You with instructions to allocate it into a portfolio of a fund that has directed Us to restrict or prohibit Your trades into the investment division investing in the same portfolio, then We will request new allocation instructions from You.  If You request a transfer into an investment division investing in a portfolio of a fund that has directed Us to restrict or prohibit Your trades, then We will not effect the transfer.

In Our sole discretion, We may revise Our market timing procedures at any time without prior notice as We deem necessary or appropriate to better detect and deter frequent, programmed, large, or short-term transfers that may adversely affect other contract owners or portfolio shareholders, to comply with state or federal regulatory requirements, or to impose additional or alternate restrictions on market timers (such as dollar or percentage limits on transfers).  We may change Our parameters to monitor for a different number of transfers with different time periods, and We may include other factors, such as the size of transfers made by contract owners within given periods of time, as well as the number of “round trip” transfers into and out of particular investment divisions.  For purposes of applying the parameters used to detect potential market timing and other potentially harmful activity, We may aggregate transfers made in two or more contracts that We believe are connected (for example, two contracts with the same owner, or owned by spouses, or owned by different partnerships or corporations that are under common control, etc.).

We do not include transfers made pursuant to the dollar cost averaging program and portfolio rebalancing program in these limitations.  We may vary Our market timing procedures from investment division to investment division, and may be more restrictive with regard to certain investment divisions than others.  We may not always apply these detections methods to investment divisions investing in portfolios that, in Our judgment, would not be particularly attractive to market timers or otherwise susceptible to harm by frequent transfers.

We reserve the right to place restrictions on the methods of implementing transfers for all contract owners that We believe might otherwise engage in trading activity that is harmful to others.  For example, We might only accept transfers by original “wet” contract owner signature conveyed through the U.S. mail (that is, We can refuse transfer requests submitted by phone, facsimile, e-mail or by any other electronic means).  We also reserve the right to implement and administer redemption fees imposed by one or more of the portfolios in the future.

Contract owners seeking to engage in frequent, programmed, large, or short-term transfer activity may deploy a variety of strategies to avoid detection.  Our ability to detect and deter such transfer activity is limited by operational systems and technological limitations.  In addition, the terms of the  contract may also limit Our ability to restrict or deter harmful transfers.  Furthermore, the identification of contract owners determined to be engaged in transfer activity that may adversely affect other contract owners or portfolios’ shareholders involves judgments that are inherently subjective.  Accordingly, despite Our best efforts, We cannot guarantee that Our market timing procedures will detect every potential market timer.  Some market timers may get through our controls undetected and may cause dilution in unit values for others.  We apply Our market timing procedures consistently to all  contract owners without special arrangement, waiver, or exception.  We may vary Our market timing procedures among Our other variable insurance products to account for differences in various factors, such as operational systems and contract provisions.  In addition, because other insurance companies and/or retirement plans may invest in the portfolios, We cannot guarantee that the portfolios will not suffer harm from frequent, programmed, large, or short-term transfers among investment divisions of variable contracts issued by other insurance companies or among investment options available to retirement plan participants.

Dollar Cost Averaging

The Dollar Cost Averaging (DCA) program enables You to make monthly transfers of a predetermined dollar amount from the DCA source account (any investment division or the General Account) into one or more of the investment divisions.  By allocating monthly, as opposed to allocating the total dollar amount at one time, You may reduce the impact of market fluctuations.  This plan of investing does not insure a profit or protect against a loss in declining markets.  The minimum monthly amount to be transferred using DCA is $200.

You can elect the DCA program at any time.  You must complete the proper request form and send it to Us at Our Executive Office, and there must be a sufficient amount in the DCA source account.  The minimum amount required in the DCA source account for DCA to begin is a sum of $2,400 and the minimum premium.  You can get a sufficient amount by paying a premium with the DCA request form, allocating net premiums, or transferring amounts to the DCA source account.  The DCA election will specify:

a.  the DCA source account from which DCA transfers will be made,

b.  that any money received with the form is to be placed into the DCA source account,

c.  the total monthly amount to be transferred to the other investment divisions, and

d.  how that monthly amount is to be allocated among the investment divisions.

The DCA request form must be received with any premium payments You intend to apply to DCA. 

Once DCA is elected, additional net premiums can be deposited into the DCA source account by sending them in with a DCA request form.  All amounts in the DCA source account will be available for transfer under the DCA program.

Any net premium payments received while the DCA program is in effect will be allocated using the allocation percentages from the DCA request form, unless You specify otherwise.  You may change the DCA allocation percentages or DCA transfer amounts twice during a contract year.

If it is requested when the contract is issued, then DCA will start at the beginning of the 2^nd contract month.  If it is requested after issue, then DCA will start at the beginning of the 1^st contract month which occurs at least 30 days after the request is received.

DCA will last until the total monies allocated for DCA are exhausted or until We receive Your written termination request.  DCA automatically terminates on the maturity date.

We do not charge any specific fees for You to participate in a DCA program.  However, transfers made through a DCA program, which only extends for fewer than 12 months, will be included in counting the number of transfers of contract fund.  While We currently offer an unlimited number of transfers, We do reserve the right to charge for each transfer after the 12^th one in any contract year.

We reserve the right to end the DCA program by sending You one month’s notice.

Portfolio Rebalancing

The Portfolio Rebalancing Option allows contract owners, who are not participating in a Dollar Cost Averaging program, to have Midland National automatically reset the percentage of contract fund allocated to each investment division to a pre-set level.  For example, You may wish to specify that 30% of Your contract fund be allocated to the Fidelity VIP Growth investment division, 40% in the Fidelity VIP High Income investment division and 30% of Fidelity VIP Overseas investment division.  Over time, the variations in the investment divisions’ investment results will shift the percentage allocations of Your contract fund.  If You elect this option, then at each contract anniversary, We will transfer amounts needed to “balance” the contract fund to the specified percentages selected by You.  Rebalancing is not available to amounts in the General Account.  Rebalancing may result in transferring amounts from an investment division earning a relatively high return to one earning a relatively low return.

Even with a Portfolio Rebalancing Option, You can only allocate Your total contract fund up to at most 10 investment divisions.  Portfolio Rebalancing will remain in effect until We receive Your written termination request.  We reserve the right to end the Portfolio Rebalancing Option by sending You one month’s notice.  Contact Us at Our Executive Office to elect the Portfolio Rebalancing Option.

Midland National does not charge any specific fees for You to participate in a portfolio rebalancing program.  However, transfers made through a portfolio rebalancing program which only extends for fewer than 12 months will be included in counting the number of transfers of contract fund.  While We currently allow an unlimited number of free transfers, We do reserve the right to charge for each transfer after the 12^th one in any contract year.

Contract Loans

Using only Your contract as security, You may borrow up to 92% of the net cash surrender value(the  contract fund less the surrender charge minus any  contract debt).If You request an additional loan, then the outstanding loan and loan interest will be added to the additional loan amount and the original loan will be canceled. Thus, You will only have one outstanding loan.

We credit You interest on this loaned amount, currently at an annual rate of 6.0%.  After the 10^th contract year, You may be able to take preferred loans provided Your contract’s contract fund is large enough. Preferred loans are loans up to the contract fund less the total premiums paid.  We guarantee that the annual rate of interest credited on preferred loans will be equal to the interest rate charged on such contract loans.  At the current time, We are charging 8.0% on preferred loans and thus preferred loans are being credited an annual interest rate of 8.0%.   A loan taken from, or secured by, a contract may have federal tax consequences.  See “TAX EFFECTS” on page 60.

You may request a loan by contacting Our Executive Office.  You should tell Us how much of the loan You want taken from Your unloaned amount in the General Account or from the Separate Accountinvestment divisions.  If You do not tell Us how to allocate Your loan, the loan will be allocated according to Your deduction allocation percentages as described under “How Contract Fund Charges Are Allocated” on page 58.  If the loan cannot be allocated this way, then We will allocate it in proportion to the unloaned amounts of Your contract fund in the General Account and each investment division.  We will redeem units from each investment division equal in value to the amount of the loan allocated to that investment division (and transfer these amounts to the General Account). 

If You use a third party registered investment adviser in connection with allocations among the investment divisions, You can request that We take loans from Your contract to pay the advisory fees provided We have received documentation from You and Your adviser.  This does not constitute Us providing investment advice.  Before taking a contract  loan, You should consult a tax advisor to consider the tax consequences of a loan on Your life insurance contract.  See “TAX EFFECTS” on page 60.

Interest Credited on Contract Loans:  The portion of the General Account that is equal to the contract loan will be credited with interest at a current rate of 6.0% per year.

Contract Loan Interest Charged. Currently interest on a contract loan accrues daily at an annual interest rate of 8.0%.  We guarantee We will never charge a rate above 8.0% per year.

Interest is due on each contract anniversary or, if earlier, on the date of loan repayment, surrender, or the Insured’s death.  If You do not pay the interest when it is due, then it will be added to Your outstanding loan and allocated based on the deduction allocation percentages for Your contract fund.  This means We make an additional loan to pay the interest and will transfer amounts from the General Account or the investment divisions to make the loan.  If We cannot allocate the interest based on these percentages, then We will allocate it as described above for allocating Your loan. A loan may have tax consequences.  See “TAX EFFECTS” on page 60.

Repaying The Loan: You may repay all or part of a contract loan while Your contract is inforce.  While You have a contract loan, We assume that any money You send Us is meant to repay the loan.  If You wish to have any of these payments serve as premium payments, then You must tell Us in writing.

You may choose how You want Us to allocate Your repayments.  If You do not give Us instructions, We will allocate Your repayments based on Your premium allocation percentages.

The Effects Of A Contract Loan On Your Contract Fund. A loan against Your contract will have a permanent effect on Your contract fund and benefits, even if the loan is repaid.  When You borrow on Your contract, We transfer Your loan amount into Our General Account where it earns a declared rate of interest.  You cannot invest that loan amount in any Separate Accountinvestment divisions.  You may earn more or less on the loan amount, depending on whether the performance of the investment divisions is better or worse than the rates We credit on the portion of the General Account securing the contract loan.  A contract loan will reduce the contract’s ultimate death benefit and cash value.

Your Contract May Lapse: Your loan may affect the amount of time that Your contract remains inforce.  For example, Your contract may lapse because the loan amount cannot be used to cover the monthly deductions that are taken from Your contract fund.  If these deductions are more than the net cash surrender value of Your contract, then the contract’s lapse provisions may apply.  Since the contract permits loans up to 92% of the net cash surrender value, loan repayments or additional premium payments may be required to keep the contract inforce, especially if You borrow the maximum.

Withdrawing Money From Your Contract Fund

You may request a partial withdrawal of Your net cash surrender value by writing to Our Executive Office.  You may also fax Your requests to Our Executive Office at (605) 373-8557.  Any requests sent to another number may not be considered received in Our Executive Office.If You make more than one partial withdrawal in a contract year, We will impose a partial withdrawal charge as explained in the paragraph entitled “Withdrawal Charges” listed below.    Partial withdrawals are subject to certain conditions.  They must:

·be at least $200,

·total no more than 50% of the net cash surrender value in any contract year,

·allow the death benefit to remain above the minimum for which We would issue the contract at that time, and

·allow the contract to still qualify as life insurance under applicable tax law.

You may specify how much of the withdrawal You want taken from each investment division and Our General Account.  If You do not tell Us, then We will make the withdrawal as described in “Deductions and Charges – How Contract Fund Charges Are Allocated” on page 58.

Completed partial withdrawal requests received, in good order, at Our Executive Office before the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed partial withdrawal request after the close of regular trading on the New York Stock Exchange, We will process the partial withdrawal request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange.

In general, We do not permit You to make a withdrawal of monies for which Your premium check has not cleared Your bank.

Withdrawal Charges. When You make a partial withdrawal more than once in a contract year, a charge of $25 (or 2% of the amount withdrawn, whichever is less), will be deducted from Your contract fund.  If You do not give Us instructions for deducting the charge, then it will be deducted as described under “Deductions and Charges-How Contract Fund Charges Are Allocated” on page 58.

The Effects Of A Partial Withdrawal: A partial withdrawal reduces the amount in Your contract fund, the cash surrender value and generally the death benefit on a dollar-for-dollar basis.  If the death benefit is based on the corridor percentage multiple, then the death benefit reduction could be greater.  If You have elected death benefit option 1, then We will also reduce the face amount of Your contract so that there will be no change in the net amount at risk.  We will send You a new contract information page to reflect this change.  Both the withdrawal and any reductions will be effective as of the business day We receive Your request (in good order) at Our Executive Office if it is received before 3:00 p.m. Central Time.  If we receive Your request at our Executive Office after 3:00 p.m. Central Time, then it will be effective on the following business day.

Depending on individual circumstances, a contract loan might be better than a partial withdrawal if You need temporary cash.    A withdrawal may have tax consequences.    See “TAX EFFECTS” on page 60.

Surrendering Your Contract

You may surrender Your contract for its net cash surrender value while the Insured person is living.  You do this by sending both a written request and the contract to Our Executive Office.  If You surrender Your contract or allow it to lapse during the surrender charge period, We will assess a surrender charge.  The net cash surrender value equals the cash surrender value minus any contract debt.  During the first 15 contract years, the cash surrender value is the contract fund minus the surrender charge.  After 15 years, the cash surrender value equals the contract fund.  We will compute the net cash surrender value as of the date We receive Your request and contract at Our Executive Office.  All of Your insurance coverage will end on that date. 

Completed surrender requests received in good order at Our Executive Office before the New York Stock Exchange closes for regular trading (usually, 3:00 p.m. Central Time) are priced at the unit value determined at the close of that regular trading session of the New York Stock Exchange.  If We receive Your completed surrender request after the close of regular trading on the New York Stock Exchange, We will process the surrender request at the unit value determined at the close of the next regular trading session of the New York Stock Exchange.  See “Surrendering Your Contract” on page 53.

Surrendering your contract may have tax consequences. See “TAX EFFECTS” on page 60.

THE GENERAL ACCOUNT

You may allocate all or some of Your contract fund to the General Account.  The General Account pays interest at a declared rate.  We guarantee the principal after deductions.  The General Account supports Our insurance and annuity obligations.  Any amounts in the General Account are subject to Our financial strength and claims-paying ability and our long-term ability to make such payments.  We issue other types of insurance policies as well, and we also pay our obligations under those products from our assets in the General Account.

Because of applicable exemptive and exclusionary provisions, interests in the General Account have not been registered under the Securities Act of 1933, and the General Account has not been registered as an investment company under the Investment Company Act of 1940.  Accordingly, neither the General Account nor any interests therein are generally subject to regulation under the 1933 Act or the 1940 Act. We have been advised that the staff of the SEC has not made a review of the disclosures which are included in this prospectus for Your information and which relate to the General Account.

You may accumulate amounts in the General Account by:

·allocating net premium and loan payments,

·transferring amounts from the investment divisions,

·securing any contract loans, or

·earning interest on amounts You already have in the General Account.

This amount is reduced by transfers, withdrawals and allocated deductions.

We pay interest on all Your amounts in the General Account.  The annual interest rates will never be less than 3.5%.  We may, at Our sole discretion, credit interest in excess of 3.5%.  You assume the risk that interest credited may not exceed 3.5% per year.  We may pay different rates on unloaned and loaned amounts in the General Account.  Interest compounds daily at an effective annual rate that equals the annual rate We declare.

You may request a transfer between the General Account and one or more of the investment divisions, within limits.  See “Transfer Of Contract Fund” on page 46.  The General Account may not be available in all states.  Your state of issue will determine if the General Account is available on Your contract.  Please check Your contract form to see if the General Account is available to You.

DEDUCTIONS AND CHARGES

Deductions From Your Premiums

We deduct a sales charge, a premium tax charge, and in some cases a service charge from each premium upon receipt.  The rest of each premium (called the net premium) is placed in Your contract fund. 

Sales Charge. We deduct a 4% sales charge from each premium payment.  This charge partially reimburses Us for the selling and distribution costs of this contract.  These include commissions and the costs of preparing sales literature and printing prospectuses.  (We also deduct a deferred sales charge if You surrender Your contract for its net cash surrender value or let Your contract lapse in the first 15 years.  See “Surrender Charge” on page 58.)

Since this charge is a percentage of Your premium, the dollar amount of the charge will vary with the dollar amount of the premium.

Premium Tax Charge. Some states and other jurisdictions (cities, counties, municipalities) tax premium payments and some levy other charges.  We deduct 2.25% of each premium for those tax charges.  These tax rates currently range from 0.75% to 4%.  We expect to pay at least 2.25% of most premiums in premium tax because of certain retaliatory provisions in the premium tax regulations.  The percentage We deduct for premium taxes is an average of what We anticipate owing, and therefore, may exceed the actual rate imposed by Your state, and will be deducted even if Your state does not impose a premium tax.  This is a tax to Midland National so You cannot deduct it on Your income tax return.  If We pay less, then We may reduce the charge for the premium tax.

Since the charge is a percentage of Your premium, the amount of the charge will vary with the amount of the premium.

We may increase this charge if Our premium tax expenses increase.  We reserve the right to vary this charge by state.  If We make such a change, then We will notify You.

Civil Service Allotment Service Charge.  If You have chosen the Civil Service Allotment Mode, then We deduct $.46 (forty-six cents) from each premium payment. The $.46 covers the extra expenses We incur in processing bi-weekly premium payments.

Charges Against The Separate Account

Fees and charges allocated to the investment divisions reduce the amount in Your contract fund.

Mortality and Expense Risks. We charge for assuming mortality and expense risks.  We guarantee that monthly administrative and insurance deductions from Your contract fund will never be greater than the maximum amounts shown in Your contract.  The mortality risk We assume is that Insured people will live for shorter periods than We estimated. When this happens, We have to pay a greater amount of death benefits than We expected.  The expense risk We assume is that the cost of issuing and administering contracts will be greater than We expected.  We deduct a daily charge for mortality and expense risks at an effective annual rate of 0.90% of the value of assets in the Separate Account attributable to the contract.  We currently intend to reduce this charge to 0.50% after the 10^th contract year (this reduction is not guaranteed).  The investment divisions’ accumulation unit values reflect this charge.  See “Using Your Contract Fund – How We Determine The Accumulation Unit Value” on page 45.  If the money We collect from this charge is not needed, then We profit.  We expect to make money from this charge.  To the extent sales expenses are not covered by the sales charge and the deferred sales charge, Our General Account assets, which may include amounts derived from this mortality and expense risk charge, will be used to cover sales expenses.

Tax Reserve. We reserve the right to charge for taxes or tax reserves, which may reduce the investment performance of the investment divisions.  Currently, no such charge is made.

Monthly Deductions From Your Contract Fund

At the beginning of each contract month (including the contract date), the following three deductions are taken from Your contract fund.

1.Expense Charge: This charge is $7.00 per month.  (currently, We plan to make this deduction for the first 15 contract years only, but We reserve the right to deduct it throughout the life of the contract).  This charge covers the continuing costs of maintaining Your contract, such as premium billing and collections, claim processing, contract transactions, record keeping, communications with owners and other expense and overhead items.

2.Charges for Additional Benefits: Monthly deductions are made for the cost of certain additional benefits.  With the exception of the Living Needs Rider, the charges for any additional benefits You select will be deducted on the contract rider date and each monthly anniversary thereafter.  See the “FEE TABLE” on page 12 and “Additional Benefits” starting on page 29.  We may change these charges, but Your contract contains tables showing the guaranteed maximum rates for all of these insurance costs.

3.Cost of Insurance Deduction: The cost of insurance deduction is Our current monthly cost of insurance rate times the amount at risk at the beginning of the contract month. The amount at risk is the difference between Your death benefit and Your contract fund.  If the current death benefit for the month is increased due to the requirements of federal tax law, then Your amount at risk for the month will also increase.  For this purpose, Your contract fund amount is determined before deduction of the cost of insurance deduction, but after all of the other deductions due on that date.  The amount of the cost of insurance deduction will vary from month to month with changes in the amount at risk.  We may profit from this charge.

The cost of insurance rate is based on a number of factors, including, but not limited to, the sex, attained age, and rating class of the Insured person at the time of the charge.  (In Montana, there are no distinctions based on sex.)  We place the Insured person that is a standard risk in the following rate classes: preferred non-smoker, non-smoker, and smoker.  The Insured person may also be placed in a rate class involving a higher mortality risk, known as a substandard class.  We may change the cost of insurance rates, but they will never be more than the guaranteed maximum rates set forth in Your contract.  The maximum charges are based on the charges specified in the Commissioner’s 1980 Standard Ordinary Mortality Table.  The table below shows the current and guaranteed maximum monthly cost of insurance rates per $1,000 of amount at risk for a male, preferred, non-smoker, standard risk at various ages for the first contract year.

Illustrative Table of Monthly Cost of Insurance Rates

(Rounded) per $1,000 of Amount at Risk

Male Attained Age	Guaranteed Maximum Rate	Current (Male Preferred Non-Smoker) Rate
5	$.07	$.05
15	.11	.11
25	.13	.09
35	.14	.10
45	.29	.23
55	.69	.39
65	1.87	1.01

For example, for a male preferred non-smoker, age 35 with a $100,000 face amountdeath benefit option 1 contract and an initial premium of $1,000, the first monthly deductions (taken on the date the contract is issued) is $16.91.  This example assumes the current monthly expense charge of $7.00 and the current cost of insurance deduction of $9.91.  The $9.91 is calculated by multiplying the current monthly cost of insurance rate per $1,000 ($0.10) times the amount at risk ($100,000 face less the initial cash value of $930.50 which is $1,000 of premium less the $40 for the sales charge less the $22.50 for the premium tax less the $7.00 expense charge).  This example assumes that there are no charges for riders or other additional benefits.

The non-smoker cost of insurance rates are lower than the smoker cost of insurance rates.  To qualify for non-smoker rates, an Insured must be a standard risk and must meet additional requirements that relate to smoking habits.  The reduced cost of insurance rates depend on such variables as the attained age and sex of the Insured.

The preferred non-smoker cost of insurance rates are lower than the non-smoker cost of insurance rates.  To qualify for the preferred non-smoker class, the Insured person must be age 20 or over and meet certain underwriting requirements.

If the contract is purchased in connection with an employment-related insurance or benefit plan, employers and employee organizations should consider, in consultation with counsel, the impact of Title VII of the Civil Rights Act of 1964.  In 1983, the United States Supreme Court held that under Title VII, optional annuity benefits under a deferred compensation plan could not vary on the basis of sex.

Changes in Monthly Deductions. Any changes in the cost of insurance, charges for additional benefits or expense charges will be by class of Insured and will be based on changes in future expectations of investment earnings, mortality, the length of time contracts will remain in effect, expenses and taxes.

Automatic Benefit Increase Provision Rider Charges. Please see“APPENDIX A”on page 80 for information on this rider.

Transaction Charges

In addition to the deductions described above, We charge fees for certain contract transactions:

·Partial Withdrawal of net cash surrender value.  You may make one partial withdrawal during each contract year without a charge. There is an administrative charge of $25 or 2 percent of the amount withdrawn, whichever is less, each time You make a partial withdrawal if more than one withdrawal is made during a year.

·Transfers.  Currently, We do not charge when You make transfers of contract fund among investment divisions.  We reserve the right to assess a $25 charge for each transfer after the twelfth in a contract year.

How Contract Fund Charges Are Allocated

Generally, deductions from Your contract fund for monthly or partial withdrawal charges are made from the investment divisions and the unloaned portion of the General Account.  They are made in accordance with Your specified deduction allocation percentages unless You instruct Us otherwise.  Your deduction allocation percentages may be any whole numbers from 0 to 100 which add up to 100.  You may change Your deduction allocation percentages by writing to Our Executive Office.  Changes will be effective as of the date We receive them in good order.

If We cannot make a deduction in accordance with these percentages, We will make it based on the proportion of (a) to (b) where (a) is Your unloaned amounts in the General Account and Your amounts in the investment divisions and (b) is the total unloaned amount of Your contract fund. Deductions for transfer charges are made equally between the investment divisions from which the transfer was made. For example, if the transfer is made from two investment divisions, then the transfer charge assessed to each of the investment divisions will be $12.50.

Loan Charge

Loan interest is charged in arrears on the outstanding loan.  Loan interest that is unpaid when due will be added to the outstanding loan on each contract anniversary (or, if earlier, on the date of loan repayment, contract lapse, surrender, contract termination, or the Insured’s death) and will bear interest at the same rate of the loan.  We currently charge an annual interest rate of 8% on loans. 

After offsetting the 3.5% annual interest rate We guarantee We will credit to the portion of Our General Account securing the loan, the maximum guaranteed net cost of the loan is 4.5% annually on the entire loan amount in contract years 1-10 and the loan amount not attributable to earnings thereafter.  However, the current net cost of the loans is 2.0% annually in contract years 1-10.  The current net cost of 2.0% for contract years 1-10 is derived by taking the 8.0% annual interest rate We currently charge on loans and reducing it by the 6.0% annual interest rate We currently credit to the portion of the General Account securing the loan.  After the 10^th contract year, the net cost of the loan will always be 0% on the amount attributable to earnings.

Surrender Charge

The surrender charge is the difference between the amount in Your contract fund and Your contract’s cash surrender value for the surrender charge period (this period of time is the earlier of 15 contract years after the date of issue or increase in face amount).  It is a contingent, deferred issue charge and sales load designed to partially recover Our expenses in distributing and issuing contracts which are terminated by surrender or lapse in their early years (the sales charge is also designed to partially reimburse Us for these expenses).  It is a contingent load because You pay it only if You surrender Your contract (or let it lapse) during the surrender charge period.  It is a deferred load because We do not deduct it from Your premiums.  We anticipate that the sales charge and surrender charge will not fully cover Our sales expenses.  If sales expenses are not covered by the sales and surrender charges, We will cover them with other assets.  The net cash surrender value, the amount We pay You if You surrender Your contract for cash, equals the cash surrender value minus any contract debt.  The cash surrender value is the contract fund minus the surrender charge.  See “Surrendering Your Contract” on page 53.

The surrender charge includes deferred sales charges and deferred issue charges.  The deferred sales charge is the sum of two pieces:

1)26% of any premium payment in the first 2 contract years up to one guideline annual premium.

2)5% of all other premium payments.

The sum of the above pieces is also limited by the guideline annual premium, times 5%, times the lesser of 20 years or the Insured’s expected future lifetime at issue as determined by the 1980 CSO Mortality Table.  Your contract information page specifies the guideline annual premium.  It varies for each contract.

During the first 10 contract years, the maximum deferred sales charge will be imposed.  Beginning in the 11^th year the maximum deferred sales charge will be multiplied by a percentage:

  Contract Year 11 12 13 14 15 16 and up Percentage Multiple 83.33% 66.67% 50.00% 33.33% 16.67% 0.00%

If there is an increase in face amount, there will also be an increase in the guideline annual premium.  All additions to the deferred sales charge, due to this increase, will be 5% of premiums.  The maximum limit will also increase by the additional guideline annual premium, times 5%, times the lesser of 20 years or expected future lifetime (determined at the time of the increase using the 1980 CSO Mortality Table).  The total in the deferred sales charge prior to the increase in face amount will not be affected.

If there is a decrease in the face amount, there will also be a decrease in guideline annual premium.  Future additions to the deferred sales charge will follow the same rules as at issue with the new guideline annual premium.  Prior totals in the deferred sales charge will not be affected.

You will not incur any deferred sales charge, regardless of the amount and timing of premiums, if You keep this contract inforce for at least fifteen years.

The following table shows the deferred issue charge per $1,000 of the face amount.  After the 15th contract year, there is no deferred issue charge.

Table of Deferred Issue Charges

Per Thousand of Face Amount

Contract Year   1-10 11 12 13 14 15 16+   Charge   $3.00 $2.50 $2.00 $1.50 $1.00 $0.50 $0.00

If there has been a change in face amount during the life of the contract, then the deferred issue charge is applied against the highest face amountinforce during the life of the contract.

Accordingly, the maximum surrender charge is 26% of premium paid, plus $3.00 per thousand of face amount.  However, as explained above, in most cases, the surrender charge will be less than the maximum.

Portfolio Expenses

The value of the net assets of each investment division reflects the management fees and other expenses incurred by the corresponding portfolio in which the investment divisions invest.  Some portfolios also deduct 12b-1 fees from portfolio assets.  You pay these fees and expenses indirectly.  Some portfolios may also impose redemption fees, which We would administer and deduct directly from Your contract fund.  Any redemption fee would be retained by or paid to the portfolio and not retained by Us. For further information, consult the portfolios’ prospectuses.

TAX EFFECTS

INTRODUCTION

The following summary provides a general description of the federal income tax considerations associated with the contract and does not purport to be complete or to cover all tax situations.  This discussion is not intended as tax advice.  Counsel or other competent tax advisors should be consulted for more complete information.  This discussion is based upon Our understanding of the present federal income tax laws.  No representation is made as to the likelihood of continuation of the present federal income tax laws or as to how they may be interpreted by the Internal Revenue Service.

TAX STATUS OF THE CONTRACT

In order to qualify as a life insurance contract for federal income tax purposes and to receive the tax treatment normally accorded life insurance contracts under federal tax law, a contract must satisfy certain requirements which are set forth in the Internal Revenue Code. Guidance as to how these requirements are to be applied is limited.  Nevertheless, We believe that a contract issued on a standard rate class basis should satisfy the applicable requirements.  There is less guidance, however, with respect to contracts issued on a substandard basis and it is not clear whether such contracts will in all cases satisfy the applicable requirements particularly if You pay the full amount of premiums under the contract.  If it is subsequently determined that a contract does not satisfy the applicable requirements, We may take appropriate steps to bring the contract into compliance with such requirements and We reserve the right to restrict contract transactions in order to do so.

In some circumstances, owners of variable contracts who retain excessive control over the investment of the underlying Separate Account assets may be treated as the owners of those assets and may be subject to tax on income produced by those assets.  Although published guidance in this area does not address certain aspects of the contracts, We believe that the owner of a contract should not be treated as the owner of the Separate Account assets.  We reserve the right to modify the contracts to bring them into conformity with applicable standards should such modification be necessary to prevent owners of the contracts from being treated as the owners of the underlying Separate Account assets.

In addition, the Code requires that the investments of the Separate Account be “adequately diversified” in order for the contracts to be treated as life insurance contracts for federal income tax purposes.  It is intended that the Separate Account, through the eligible funds, will satisfy these diversification requirements.

The following discussion assumes that the contract will qualify as a life insurance contract for federal income tax purposes.

TAX TREATMENT OF CONTRACT BENEFITS

In General

We believe that the death benefit under a contract should generally be excludible from the gross income of the beneficiary.  Federal, state and local transfer, and other tax consequences of ownership or receipt of contract proceeds depend on the circumstances of each contract owner or beneficiary.  A tax advisor should be consulted on these consequences.

Generally, the contract owner will not be deemed to be in constructive receipt of the contract cash value until there is a distribution.  When distributions from a contract occur, or when loans are taken out from or secured by a contract, the tax consequences depend on whether the contract is classified as a “Modified Endowment Contract.”

Modified Endowment Contracts (“MEC”) 

Under the Internal Revenue Code, certain life insurance contracts are classified as “Modified Endowment Contracts” (MEC), with less favorable tax treatment than other life insurance contracts.  Due to the flexibility of the contracts as to premiums and benefits, the individual circumstances of each contract will determine whether it is classified as a MEC.  In general a contract will be classified as a MEC if the amount of premiums paid into the contract causes the contract to fail the “7-pay test.”  A contract will fail the 7-pay test if at any time in the first seven contract years, the amount paid into the contract exceeds the sum of the level premiums that would have been paid at that point under a contract that provided for paid-up future benefits after the payment of seven level annual payments. 

If there is a reduction in the benefits under the contract during the first seven years, for example, as a result of a partial surrender, the 7-pay test will have to be reapplied as if the contract had originally been issued at the reduced face amount.  If there is a “material change” in the contract’s benefits or other terms, the contract may have to be retested as if it were a newly issued contract.  A material change may occur, for example, when there is an increase in the death benefit which is due to the payment of an unnecessary premium.  Unnecessary premiums are premiums paid into the contract which are not needed in order to provide a death benefit equal to the lowest death benefit that was payable in the first seven contract years.  To prevent Your contract from becoming a MEC, it may be necessary to limit premium payments or to limit reductions in benefits.  A current or prospective contract owner should consult a tax advisor to determine whether a contract transaction will cause the contract to be classified as a MEC.

Distributions Other Than Death Benefits from Modified Endowment Contracts

Contracts classified as Modified Endowment Contracts are subject to the following tax rules:

1)All distributions other than death benefits, including distributions upon surrender and withdrawals, from a Modified Endowment Contract will be treated first as distributions of gain taxable as ordinary income and as tax-free recovery of the contract owner’s investment in the contract only after all gain has been distributed.

2)Loans taken from or secured by a contract classified as a Modified Endowment Contract are treated as distributions and taxed accordingly.

3)A 10 percent additional income tax is imposed on the amount subject to tax except where the distribution or loan is made when the contract owner has attained age 59½ or is disabled, or where the distribution is part of a series of substantially equal periodic payments for the life (or life expectancy) of the contract owner or the joint lives (or joint life expectancies) of the contract owner and the contract owner’s beneficiary or designated beneficiary.

If a contract becomes a modified endowment contract, distributions that occur during the contract year will be taxed as distributions from a modified endowment contract.  In addition, distributions from a contract within two years before it becomes a modified endowment contract will be taxed in this manner.  This means that a distribution made from a contract that is not a modified endowment contract could later become taxable as a distribution from a modified endowment contract.

Distributions Other Than Death Benefits from Contracts that are not Modified Endowment Contracts

Distributions other than death benefits from a contract that is not classified as a Modified Endowment Contract are generally treated first as a recovery of the contract owner’s investment in the contract and only after the recovery of all investment in the contract as taxable income.  However, certain distributions which must be made in order to enable the contract to continue to qualify as a life insurance contract for federal income tax purposes if contract benefits are reduced during the first 15 contract years may be treated in whole or in part as ordinary income subject to tax.

Loans from or secured by a contract that is not a Modified Endowment Contract are generally not treated as distributions.  However, the tax consequences associated with loans after the first ten contract years are less clear and a tax advisor should be consulted about such loans.

Finally, neither distributions from nor loans from or secured by a contract that is not a Modified Endowment Contract are subject to the 10 percent additional income tax.

Investment in the Contract

Your investment in the contract is generally Your aggregate premiums.  When a distribution is taken from the contract, Your investment in the contract is reduced by the amount of the distribution that is tax-free.

Contract Loans and the Benefit Extension Rider

In general, interest on a contract loan will not be deductible.  If a contract loan is outstanding when a contract is canceled or lapses, the amount of the outstanding indebtedness will be added to the amount distributed and will be taxed accordingly.  Before taking out a contract loan, You should consult a tax advisor as to the tax consequences. 

This contract may be purchased with the intention of accumulating cash value on a tax-free basis for some period (such as,until retirement) and then periodically borrowing from the contract without allowing the contract to lapse.  The aim of this strategy is to continue borrowing from the contract until its contract value is just enough to pay off the contract loans that have been taken out and then relying on the Benefit Extension Rider to keep the contract in force until the death of the Insured.  Anyone contemplating taking advantage of this strategy should be aware that it involves several risks.  First, if the death benefit under the benefit extension rider is lower than the contract’s original death benefit, then the contract might become a MEC which could result in a significant tax liability attributable to the balance of any contract debt.  Second, this strategy will fail to achieve its goal if the contract is a MEC or becomes a MEC after the periodic borrowing begins.  Third, this strategy has not been ruled on by the Internal Revenue Service (the “IRS”) or the courts and it may be subject to challenge by the IRS, since it is possible that loans under this contract may be treated as taxable distributions when the rider causes the contract to be converted to a fixed contract.  In that event, assuming contract loans have not already been subject to tax as distributions, a significant tax liability could arise.  Anyone considering using the contract as a source of tax-free income by taking out contract loans should, before purchasing the contract, consult with and rely on a competent tax advisor about the tax risks inherent in such a strategy.

Withholding

To the extent that contract distributions are taxable, they are generally subject to withholding for the recipient’s federal income tax liability.  Recipients can generally elect however, not to have tax withheld from distributions.

Life Insurance Purchases by Residents of Puerto Rico

In Rev. Rul. 2004-75, 2004-31 I.R.B. 109, the Internal Revenue Service 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.

Life Insurance Purchases by Nonresident Aliens and Foreign Corporations

The discussion above provides general information regarding U.S. federal income tax consequences to life insurance 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 life insurance 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 and rely a qualified tax advisor regarding U.S. state, and foreign taxation with respect to a life insurance contract purchase.

Multiple Contracts

All Modified Endowment Contracts that are issued by Us (or Our affiliates) to the same contract owner during any calendar year are treated as one Modified Endowment Contract for purposes of determining the amount includible in the contract owner’s income when a taxable distribution occurs.

Continuation of Contract Beyond Age 100

The tax consequences of continuing the contract beyond the Insured’s 100th year are unclear.  You should consult a tax advisor if You intend to keep the contract inforce beyond the Insured’s 100th year.

Section 1035 Exchanges

Generally, there are no tax consequences when you exchange one life insurance contract for another, so long as the same person is being insured (a change of the Insured is a taxable event).  Paying additional premiums under the new contract may cause it to be treated as a modified endowment contract.  The new contract may also lose any “grandfathering” privilege, where you would be exempt from certain legislative or regulatory changes made after your original contract was issued, if you exchange your contract.  You should consult with a tax advisor if you are considering exchanging any life insurance contract.

Living Needs Rider 

We believe that payments received under the Living Needs rider should be fully excludable from the gross income of the beneficiary if the beneficiary is the Insured under the contract.  However, you should consult a qualified tax adviser about the consequences of adding this rider to a contract or requesting payment under this rider.

Business Uses of Contract

Businesses can use the contracts in various arrangements, including nonqualified deferred compensation or salary continuance plans, split dollar insurance plans, executive bonus plans, tax exempt and nonexempt welfare benefit plans, retiree medical benefit plans and others.  The tax consequences of such plans may vary depending on the particular facts and circumstances.  If You are purchasing the contract for any arrangement the value of which depends in part on its tax consequences, You should consult a qualified tax advisor. 

Employer-Owned Life Insurance Contracts

Pursuant to recently enacted section 101(j) of the Code, unless certain eligibility, notice and consent requirements are satisfied, the amount excludible as a death benefit payment under an employer-owned life insurance contract will generally be limited to the premiums paid for such contract (although certain exceptions may apply in specific circumstances).  An employer-owned life insurance contract is a life insurance contract owned by an employer that insures an employee of the employer and where the employer is a direct or indirect beneficiary under such contract.  It is the employer’s responsibility to verify the eligibility of the intended Insured under employer-owned life insurance contracts and to provide the notices and obtain the consents required by section 101(j).  These requirements generally apply to employer-owned life insurance contracts issued or materially modified after August 17, 2006.  A tax adviser should be consulted by anyone considering the purchase or modification of an employer-owned life insurance contract.

Non-Individual Owners and Business Beneficiaries of Contracts

If a contract is owned or held by a corporation, trust or other non-natural person, this could jeopardize some (or all) of such entity’s interest deduction under Code Section 264, even where such entity’s indebtedness is in no way connected to the contract.  In addition, under Section 264(f)(5), if a business (other than a sole proprietorship) is directly or indirectly a beneficiary of a contract, this contract could be treated as held by the business for purposes of the Section 264(f) entity-holder rules.  Therefore, it would be advisable to consult with and rely a qualified tax advisor before any non-natural person is made an owner or holder of a contract, or before a business (other than a sole proprietorship) is made a beneficiary of a contract.

Split-Dollar Arrangements

The IRS and the Treasury Department have issued guidance that substantially affects split-dollar arrangements.  Consult a qualified tax advisor before entering into or paying additional premiums with respect to such arrangements.

Additionally, the Sarbanes-Oxley Act of 2002 (the “Act”) prohibits, with limited exceptions, publicly-traded companies, including non-U.S. companies that have securities listed on exchanges in the United States, from extending, directly or through a subsidiary, many types of personal loans to their directors or executive officers.  It is possible that this prohibition may be interpreted as applying to split-dollar life insurance contracts for directors and executive officers of such companies, since such insurance arguably can be viewed as involving a loan from the employer for at least some purposes.

Although the prohibition on loans is generally effective as of July 30, 2002, there is an exception for loans outstanding as of the date of enactment, so long as there is no material modification to the loan terms and the loan is not renewed after July 30, 2002.  Any affected business contemplating the payment of a premium on an existing contract, or the purchase of a new contract, in connection with a split-dollar life insurance arrangement should consult legal counsel.

Alternative Minimum Tax

There may also be an indirect tax upon the income in the contract or the proceeds of a contract under the federal corporate alternative minimum tax, if the owner is subject to that tax. 

Estate, Gift and Generation Skipping Transfer Tax Considerations

The transfer of the contract or designation of a beneficiary may have federal, state, and/or local transfer and inheritance tax consequences, including the imposition of gift, estate, and generation-skipping transfer taxes.  For example, when the insured dies, the death proceeds will generally be includable in the owner’s estate for purposes of federal estate tax if the insured owned the contract.  If the owner was not the insured, the fair market value of the contract would be included in the owner’s estate upon the owner’s death.  The contract would not be includable in the Insured’s estate if the insured neither retained incidents of ownership at death nor had given up ownership within three years before death. 

Moreover, under certain circumstances, the Code may impose a “generation skipping transfer tax” when all or part of a life insurance 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.

Qualified tax advisors should be consulted concerning the estate and gift tax consequences of contract ownership and distributions under federal, state and local law.  The individual situation of each owner or beneficiary will determine the extent, if any, to which federal, state, and local transfer and inheritance taxes may be imposed and how ownership or receipt of contract proceeds will be treated for purposes of federal, state and local estate, inheritance, generation skipping and other taxes.

Please note:  In 2001, Congress enacted the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"), which eliminated the estate tax (but not the gift tax) and replaced it with a carryover basis income tax regime for estates of decedents dying in 2010, and also eliminated the generation-skipping transfer tax for transfers made in 2010.  Beginning in 2011, however, EGTRRA allowed the estate, gift and generation-skipping transfer taxes to return to their pre-EGTRRA form.  Moreover, it is possible that Congress may enact legislation reinstating the estate and generation-skipping transfer taxes for 2010, possibly on a retroactive basis.  The uncertainty as to future estate, gift and generation-skipping transfer taxes underscores the importance of seeking guidance from a qualified advisor to help ensure that Your estate plan adequately addresses Your needs and that of Your beneficiaries under all possible scenarios.

Foreign Tax Credits

We 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.

Possible Tax Law Changes 

Although the likelihood of legislative changes is uncertain, there is always the possibility that the tax treatment of the contract could change by legislation or otherwise.  Consult a tax advisor with respect to legislative developments and their effect on the contract.

Our Income Taxes

Under current federal income tax law, We are not taxed on the Separate Account’s operations.  Thus, currently We do not deduct a charge from the Separate Account for federal income taxes.   We reserve the right to charge the Separate Account for any future federal income taxes We may incur.

Under current laws in several states, We may incur state and local taxes (in addition to premium taxes).  These taxes are not now significant and We are not currently charging for them.  If they increase, We may deduct charges for such taxes.

ADDITIONAL INFORMATION ABOUT THE CONTRACTS

Your Right To Examine this Contract

For a limited period of time, as specified in Your contract, You have a right to examine the contract.  If for any reason You are not satisfied with it, then You may cancel the contract.  You can cancel the contract by sending it to Our Executive Office along with a written cancellation request.  Generally, Your cancellation request must be postmarked by the latest of the following dates:

·10 days after You receive Your contract;

·10 days after We mail You a written notice telling You about Your rights to cancel (Notice of Withdrawal Right); or

·45 days after You sign Part 1 of the contract application.

If state law requires a longer right to examine period, it will be noted on the cover page of Your contract.

In all cases, We allocate Your premiums according to Your instructions on the  contract’s record date.  Generally, if You cancel Your contract during the right to examine period, then We will return all of the charges deducted from Your paid premiums and contract fund, plus the contract fund.  The contract fund will reflect both the positive and negative investment performance of the investment divisions chosen by You in the contract application.  Where required by state law, We will refund the sum of all premiums paid.

Insurance coverage ends when You send Your request.

Your Contract Can Lapse

Your Variable Universal Life 3 insurance coverage continues as long as the net cash surrender value of Your contract is enough to pay the monthly deductions that are taken out of Your contract fund.  During the minimum premium period, coverage continues if Your paid premiums less loans and withdrawals exceed the schedule of required minimum premiums.  If neither of these conditions is true at the beginning of any contract month, then We will send written notification to You and any assignees on Our records that a 61-day grace period has begun and that a specified amount of current premium is due. 

If We receive payment of this amount before the end of the grace period, then We will use that amount to pay the overdue deductions.  We will put any remaining balance in Your contract fund and allocate it in the same manner as Your previous premium payments.

If We do not receive payment within 61 days, then Your contract will lapse without value.  We will withdraw any amount left in Your contract fund.  We will apply this amount to the deductions owed to Us, including any applicable surrender charge.  We will inform You and any assignee that Your contract has ended without value.

If the Insured person dies during the grace period, We will pay the insurance benefits to the beneficiary, minus any loan, loan interest, and overdue deductions.

You May Reinstate Your Contract

You may reinstate the contract within 5 years after lapse.  To reinstate the contract, You must:

·fully complete an application for reinstatement,

·provide satisfactory evidence of insurability for the person or persons to be Insured,

·pay enough premium to cover all overdue monthly deductions, or minimum premium depending on the duration of the contract  and the minimum premium period,

·increase the contract fund so that the contract fund minus any contract debt equals or exceeds the surrender charges,

·pay or restore any contract debt.

The effective date of reinstatement will be the beginning of the contract month that coincides with or follows the date that We approve Your reinstatement application.  Previous loans will be reinstated.

You may not reinstate a contract once it is surrendered.

Contract Periods And Anniversaries

We measure contract years, contract months, and contract anniversaries from the contract date shown on Your contract information page.  Each contract month begins on the same day in each calendar month.  The calendar days of 29, 30, and 31 are not used.  Our right to challenge a contract and the suicide exclusion are measured from the contract date.  See “Limits On Our Right To Challenge The Contract” on page 71.

Maturity Date

The maturity date is the first contract anniversary after the Insured person’s 100^th birthday.  The contract ends on that date if the Insured person is still alive and the maturity benefit is paid. 

If the Insured person survives to the maturity date and You would like to continue the contract, We will extend the maturity date as long as this contract still qualifies as life insurance according to the Internal Revenue Service and Your state. 

In order to extend the maturity date, all of the following conditions must be satisfied:

(a)The contract can not be in the grace period;

(b)All of the contract fund must be transferred to either the General Account or the Money Market investment division; and

(c)Death benefit option 1 must be elected.

(See the “Extended Maturity Option” section on page 32 for further details about this option.)

If the maturity date is extended, the contract may not qualify as life insurance and there may be tax consequences.  A tax advisor should be consulted before You elect to extend the maturity date.  In order to continue the contract beyond the original maturity date, We require that the death benefit not exceed the contract fund on the original maturity date.  See “TAX EFFECTS” on page 60.

We Own The Assets Of Our Separate Account

We own the assets of Our Separate Account and use them to support Your contract and other variable life contracts.  We may permit charges owed to Us to stay in the Separate Account.  Thus, We may also participate proportionately in the Separate Account.  These accumulated amounts belong to Us and We may transfer them from the Separate Account to Our General Account.  The assets in the Separate Account generally are not chargeable with liabilities arising out of any other business We conduct. Your contract fund values and the assets supporting them in the Separate Account are protected from and against any claims arising out of Our other businesses not involving the Separate Account. Under certain unlikely circumstances, one investment division of the Separate Account may be liable for claims relating to the operations of another division.

Changing the Separate Account

We have the right to modify how We operate Our Separate Account.  We have the right to:

·add investment divisions to, or remove investment divisions from, Our Separate Account;

·combine two or more investment divisions within Our Separate Account;

·withdraw assets relating to the contracts from one investment division and put them into another;

·eliminate the shares of a portfolio and substitute shares of another portfolio of the funds or another open-end investment company.  This may happen if the shares of the portfolio are no longer available for investment or, if in Our judgment, further investment in the portfolio is inappropriate in view of the purposes of Separate Account A;

·register or end the registration of Our Separate Account under the Investment Company Act of 1940;

·operate Our Separate Account under the direction of a committee or discharge such a committee at any time (the committee may be composed entirely of interested parties of Midland National);

·disregard instructions from contract owners regarding a change in the investment objectives of the portfolio or the approval or disapproval of an investment advisory contract.  (We would do so only if required by state insurance regulatory authorities or otherwise pursuant to insurance law or regulation); and

·operate Our Separate Account or one or more of the investment divisions in any other form the law allows, including a form that allows Us to make direct investments.  In choosing these investments, We will rely on Our own judgment or that of an outside adviser for advice.  In addition, We may disapprove of any change in investment advisers or in investment policies unless a law or regulation provides differently.

If automatic allocations (such as premiums automatically deducted from Your paycheck or bank account, or dollar cost averaging or automatic rebalancing) are being made into an investment division that is removed or no longer available, and if You do not give Us other instructions, then any amounts that would have gone into the removed or closed investment division will be allocated to the Fidelity VIP Money Market investment division until you tell us otherwise.

Limits On Our Right To Challenge The Contract

We can challenge the validity of Your insurance contract (based on material misstatements in the application) if it appears that the Insured person is not actually covered by the contract under Our rules.  There are limits on how and when We can challenge the contract:

·We cannot challenge the contract after it has been in effect, during the Insured person’s lifetime, for two years from the date the contract was issued or reinstated.  (Some states may require Us to measure this in some other way.)

·We cannot challenge any contract change that requires evidence of insurability (such as an increase in face amount) after the change has been in effect for two years during the Insured’s lifetime.

·We can challenge at any time (and require proof of continuing disability) an additional benefit that provides benefits to the Insured person in the event that the Insured person becomes totally disabled.

·If the Insured person dies during the time that We may challenge the validity of the contract, then We may delay payment until We decide whether to challenge the contract.

·If the Insured person’s age or sex is misstated on any application, then the death benefit and any additional benefits will be changed.  They will be those which would be purchased by the most recent deduction for the cost of insurance and the cost of any additional benefits at the Insured person’s correct age and sex.

·If the Insured person commits suicide within two years after the date on which the contract was issued, then the death benefit will be limited to the total of all paid premiums minus the amount of any contract debt minus any partial withdrawals of net cash surrender value.  If the Insured person commits suicide within two years after the effective date of Your requested face amount increase, then We will pay the face amount which was in effect before the increase, plus the monthly cost of insurance deductions for the increase (Some states require Us to measure this time by some other date).

Your Payment Options

You may choose for contract benefits and other payments (such as the net cash surrender value or death benefit) to be paid immediately in one lump sum or in another form of payment.  Payments under these options are not affected by the investment performance of any investment division.  Instead, interest accrues pursuant to the option chosen.  If You do not arrange for a specific form of payment before the Insured person dies, then the beneficiary will have this choice.  However, if You do make an arrangement with Us for how the money will be paid, then the beneficiary cannot change Your choice.  Payment options will also be subject to Our rules at the time of selection.

Lump Sum Payments

In most cases, when a death benefit is paid in a lump sum, We will pay the death benefit by establishing an interest bearing draft account, called the "Midland Access Account," for the beneficiary, in the amount of the death benefit proceeds.  We will send the beneficiary a draft account book and the beneficiary will have access to the account simply by writing a draft for all or any part of the amount of the death benefit.  We do not guarantee to credit a minimum interest rate on amounts left in the Midland Access Account.  Any interest credited to amounts in the Midland Access Account is taxable as income to the beneficiary.

The Midland Access Account is a draft account and is part of Our General Account.  It is not a bank account or a checking account and it is not insured by the FDIC or any government agency.  As part of our General Account, it is subject to the claims of Our creditors.  We receive a benefit from all amounts left in the Midland Access Account. 

Optional Payment Methods

Our consent is required when an optional payment is selected and the payee is either an assignee or not a natural person (i.e., a corporation).  Currently, these alternate payment options are only available if the proceeds applied are more than $10,000 and periodic payments are at least $50.

You have the following options:

(1)Proceeds Left At Interest: The money will stay on deposit with Us for a period that We agree upon.  You will receive interest on the money at a declared interest rate.

(2)Payment For A Specified Period: There are two ways that We pay installments:

a.Fixed Period: We will pay the amount applied in equal installments plus applicable interest, for a specified time, up to 30 years.

b.Fixed Amount: We will pay the sum in installments in an amount that We agree upon.  We will continue to pay the installments until We pay the original amount, together with any interest You have earned.

(3)Payment of Life Income: We will pay the money as monthly income for life.  You may choose from 1 of 4 ways to receive this income.  We will guarantee payments for:

(1)at least 5 years (called “5 Years Certain”);

(2)at least 10 years (called “10 Years Certain”);

(3)at least 20 years (called “20 Years Certain”);

(4)payment for life.  With a life only payment option, payments will only be made as long as the payee is alive.  Therefore, if the payee dies after the first payment, only one payment will be made.

(4)Other: You may ask Us to apply the money under any option that We make available at the time the benefit is paid.

We guarantee interest under the deposit installment options at 2.75% a year, but We may allow a higher rate of interest.

The beneficiary, or any other person who is entitled to receive payment, may name a successor to receive any amount that We would otherwise pay to that person’s estate if that person died.  The person who is entitled to receive payment may change the successor at any time.

We must approve any arrangements that involve more than one of the payment options, or a payee who is a fiduciary or not a natural person.  Also, the details of all arrangements will be subject to Our rules at the time the arrangements take effect.  These include:

·rules on the minimum amount We will pay under an option,

·minimum amounts for installment payments,

·withdrawal or commutation rights (Your rights to receive payments over time, for which We may offer You a lump sum payment),

·the naming of people who are entitled to receive payment and their successors, and

·the ways of proving age and survival.

You will choose a payment option (or any later changes) and Your choice will take effect in the same way as it would if You were changing a beneficiary.  (See “Your Beneficiary” below).  Any amounts that We pay under the payment options will not be subject to the claims of creditors or to legal process, to the extent that the law provides.

Even if the death benefit under the contract is excludible from income, payments under payment options may not be excludible in full.  This is because earnings on the death benefit after the Insured’s death are taxable and payments under the payment options generally include such earnings.  You should consult a tax advisor as to the tax treatment of payments under payment options.

Your Beneficiary

You name Your beneficiary in Your contract application.  The beneficiary is entitled to the insurance benefits of the contract.  You may change the beneficiary during the Insured person’s lifetime by writing to Our Executive Office.  If no beneficiary is living when the Insured person dies, then We will pay the death benefit to owner or the owner’s estate.

Assigning Your Contract

You may assign Your rights to this contract.  You must send a copy of the assignment to Our Executive Office.  We are not responsible for the validity of the assignment or for any payment We make or any action We take before We receive notice of the assignment.  An absolute assignment is a change of ownership.  There may be tax consequences.

The assignment does not take effect until We accept and approve it.  We reserve the right, except to the extent prohibited by applicable laws, regulations, or actions of the State insurance commissioner, to refuse assignments or transfers at any time on a non-discriminatory basis.

When We Pay Proceeds From This Contract

We will generally pay any death benefits, net cash surrender value, or loan proceeds within seven days after receiving the required form(s) at Our Executive Office.  Death benefits are determined as of the date of the Insured person’s death and will not be affected by subsequent changes in the accumulation unit values of the investment divisions.  We pay interest from the date of death to the date of payment.

We may delay payment for one or more of the following reasons:

1)We are investigating the claim, contesting the contract, and/or determining that the beneficiary is qualified to receive the proceeds (e.g., is not a minor or responsible for causing the death of the insured), or resolving other issues that must be determined before payment (e.g., conflicting claims to the proceeds).

2)We cannot determine the amount of the payment because the New York Stock Exchange is closed, the SEC has restricted trading in securities, or the SEC has declared that an emergency exists.

3)The SEC permits Us to delay payment to protect Our contract owners.

We may also delay any payment until Your premium checks have cleared Your bank.  We may defer payment of any loan amount, withdrawal, or surrender from the General Account for up to six months after We receive Your request.  We will not defer payment if it is used to pay premium on a Midland National life insurance policy or contract.

Federal laws designed to counter terrorism and prevent money laundering by criminals might, in certain circumstances, require Us to reject a premium payment and/or “freeze” Your contract fund.  If these laws apply in a particular situation, We would not be allowed to process any request for withdrawals, loans, surrenders, or death benefits, make transfers, or continue making payments under Your payment option.  If a contract fund were frozen, the contract fund would be moved to a special segregated interest bearing account and held in that account until We receive instructions from the appropriate federal regulator.  We may also be required to provide information about You and Your contract to the government agencies and departments.

CHANGE OF ADDRESS NOTIFICATION

To protect You from fraud or theft, We may verify any changes in address You request by sending a confirmation of the change of address to Your old address. 

Your Voting Rights as an Owner

We invest the assets of Our Separate Account divisions in shares of the funds’ portfolios.  Midland National is the legal owner of the shares and has the right to vote on certain matters.  Among other things, We may vote:

·to elect the funds’ Boards of Directors,

·to ratify the selection of independent auditors for the funds, and

·on any other matters described in the funds’ current prospectuses or requiring a vote by shareholders under the Investment Company Act of 1940.

Even though We own the shares, We give You the opportunity to tell Us how to vote the number of shares that are allocated to Your contract.  We will vote at shareholder meetings according to Your instructions.

The funds will determine how often shareholder meetings are held.  As We receive notice of these meetings, We will ask for Your voting instructions.  The funds are not required to hold a meeting in any given year.

If We do not receive instructions in time from all contract owners, then We will vote those shares in the same proportion as We vote shares for which We have received instructions in that portfolio.  We will also vote any fund shares that We alone are entitled to vote in the same proportions that contract owners vote.  The effect of this proportional voting is that a small number of contract owners may control the outcome of a vote. If the federal securities laws or regulations or interpretations of them change so that We are permitted to vote shares of the fund in Our own right or to restrict contract owner voting, then We may do so.

You may participate in voting only on matters concerning the fund portfolios in which Your contract fund has been invested.  We determine Your voting shares in each division by dividing the amount of Your contract fund allocated to that division by the net asset value of one share of the corresponding fund portfolio.  This is determined as of the record date set by the funds’ Boards for the shareholders meeting.  We count fractional shares.

If You have a voting interest, We will provide You proxy material and a form for giving Us voting instructions.  In certain cases, We may disregard instructions relating to changes in the funds’ adviser or the investment policies of its portfolios.  We will advise You if We do.

Other insurance companies own shares in the funds to support their variable insurance products.  We do not foresee any disadvantage to this.  Nevertheless, the funds’ Boards of Directors will monitor events to identify conflicts that may arise and determine appropriate action.  If We disagree with any fund action, then We will see that appropriate action is taken to protect Our contract owners.

Distribution of the Contracts

We have entered into a distribution agreement with Our affiliate, Sammons Securities Company, LLC (“Sammons Securities Company”) for the distribution and sale of the contracts.  Sammons Securities Company is an indirect wholly owned subsidiary of Sammons Enterprises, Inc., of Dallas, Texas, the ultimate parent company of Midland National Life Insurance Company.  Sammons Securities Company offers the contracts through its registered representatives.  Sammons Securities Company may enter into written sales agreements with other broker-dealers (“selling firms”) for the sale of the contracts.  We pay commissions to Sammons Securities Company for sales of the contracts by its registered representatives as well as by selling firms. 

Sales commissions may vary, but the maximum commission payable for contract sales is 85% of premiums during contract year 1, 3.5% during contract years 2-15, and 0.00% following contract year 15.  We may also pay additional commissions calculated as a percentage of Your contract fund value at specified times (e.g. at the end of the fifth contract year).  Further, for each premium received following an increase in base face amount, a commission on that premium will be paid up to the target premium for the increase in each year.  The commission for the increase in face amount will be calculated using the commission rates for the corresponding contract year.  We pay commissions for contracts sold to contract owners in the substandard risk underwriting class and for rider premiums based on Our rules at the time of payment.  We may also pay additional amounts and reimburse additional expenses of Sammons Securities Company based on various factors. 

We also pay for some of Sammons Securities Company’s other expenses, including the following sales expenses: registered representative training allowances; compensation and bonuses for the Sammons Securities Company’s management team; advertising expenses; and all other expenses of distributing the contracts.  Sammons Securities Company pays its registered representatives all or a portion of the commissions received for their sales of contracts.  Registered representatives and their managers are also eligible for various cash benefits, such as bonuses, insurance benefits and financing arrangements, and non-cash compensation items that We may provide jointly with Sammons Securities Company.

Non-cash items that We and Sammons Securities Company may provide include conferences, seminars and trips (including travel, lodging and meals in connection therewith), entertainment, merchandise and other similar items. In addition, Sammons Securities Company’s registered representatives who meet certain productivity, persistency and length of service standards and/or their managers may be eligible for additional compensation.  Sales of the contracts may help registered representatives and/or their managers qualify for such benefits.  Sammons Securities Company’s registered representatives and managers may receive other payments from Us for services that do not directly involve the sale of the contracts, including payments made for the recruitment and training of personnel, production of promotional literature and similar services.

A portion of the payments made to selling firms may be passed on to their registered representatives in accordance with their internal compensation programs.  Those programs may also include other types of cash and non-cash compensation and other benefits.  You should be aware that a selling firm or its sales representatives may receive different compensation or incentives for selling one product over another.  In some cases, these payments may create an incentive for the selling firm or its sales representatives to recommend or sell this policy to you.  You may wish to take such payments into account when considering and evaluating any recommendations relating to the contract.  Ask Your registered representative for further information about what Your registered representative and the selling firm for which he or she works may receive in connection with Your purchase of a contract.

We intend to recoup commissions and other sales expenses indirectly through the following fees and charges deducted under the contract: (a) deductions from Your premiums; (b) the surrender charge; (c) the mortality and expense charge; (d) the cost of insurance charge; (e) payments, if any, received from the funds or their managers; and (f) investment earnings on amounts allocated under contracts to the General Account.  Commissions and other incentives or payments described above are not charged directly to You or the Separate Account but they are reflected in the fees and charges that You do pay directly or indirectly. 

The Statement of Additional Information (SAI) can provide You with more detailed information about distribution expenses, commissions, and compensation than is contained in this prospectus.  A free copy of the SAI can be obtained by calling (800) 272-1642 or by contacting Your registered representative. 

Legal Proceedings

Midland National Life Insurance 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, Midland National Life Insurance Company believes that, as of the date of this prospectus, there are no pending or threatened lawsuits that will have a materially adverse impact on, the Separate Account, on the ability of Sammons Securities Company, LLC to perform under its distribution agreement, or the ability of the Company to meet its obligations under the contract.

Financial Statements

Our financial statements and the financial statements of the Separate Account are contained in the Statement of Additional Information.  Our financial statements should be distinguished from the Separate Account’s financial statements and You should consider Our financial statements only as bearing upon Our ability to meet Our obligations under the contracts.  For a free copy of these financial statements and/or the Statement of Additional Information, please call or write to Us at Our Executive Office.

Definitions

Accumulation Unit means the units credited to each investment division in the Separate Account.

Age means the age of the Insured person on his/her birthday which immediately precedes the contract date.

Attained Age means the age of the Insured person on his/her birthday preceding a contract anniversary date.

Beneficiary means the person or persons to whom the contract’s death benefit is paid when the Insured person dies.

Business Day means any day the New York Stock Exchange is open for regular trading and ends a the close of regular trading (usually 3:00 p.m. Central Time).

Cash Surrender Value means the contract fund less any surrender charge.

Contract Anniversary means the same month and day of the contract date in each year following the contract date.

Contract Date means the date from which contract anniversaries and contract years are determined.

Contract Debt means the total loan on the contract on that date plus the interest that has accrued, but has not been paid as of that date.

Contract Fund means the total amount of monies in Our Separate Account A attributable to Your in-force contract plus any monies in Our General Account for Your contract.

Contract Month means a month that starts on a monthly anniversary and ends on the following monthly anniversary.

Contract Year means a year that starts on the contract date or on each anniversary thereafter.

Death Benefit means the amount payable under Your contract when the Insured person dies.

Evidence of Insurability means evidence, satisfactory to Us, that the Insured person is insurable and meets Our underwriting standards.

Executive Office means where You write to Us to pay premiums or take other action, such as transfers between investment divisions, changes in face amount, or other such action regarding Your contract.  The address is:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD  57193

You may also reach Us at Our Executive Office by calling Us toll-free at (800) 272-1642 or faxing Us at (605) 373-3621 (facsimile for administrative requests) or (605) 373‑8557 (facsimile for transaction requests).

Face Amount means the amount stated on the face of Your contract that will be paid either upon the death of the Insured or the contract maturity, whichever date is earlier. 

Full Loan Value means the net cash surrender value minus any loan interest that will accrue till the next contract anniversary.

Funds mean the investment companies, commonly called mutual funds, that are available for investment by Separate Account A on the contract date or as later changed by Us.

Inforce means the Insured person’s life remains Insured under the terms of the contract.

Investment Division means a division of Separate Account A which invests exclusively in the shares of a specified portfolio of the fund.

Minimum Premium Period for all contracts except those issued in Massachusetts or Pennsylvania, is the period of time beginning on the contract date and ending on the later of attained age 70 or five years from the contract date.  For contracts issued in Pennsylvania where the issue age is 50 or younger, this period of time is for 20 years from the contract date.  For contracts issued in Massachusetts, this period of time is for 5 years from the contract date.

Modified Endowment Contract (“MEC”) is a contract where premiums are paid more rapidly than the rate defined by a 7-pay test.

Monthly Anniversary means the day of each month that has the same numerical date as the contract date.

Net Cash Surrender Value means the cash surrender value less any outstanding contract debt.

Net Premium means the premium paid less any deduction for premium taxes, less any deduction for the sales charge and less any applicable service charge. 

Record Date means the date the contract is recorded on Our books as an inforce contract.

Rider Date means the date the rider takes effect.

Separate Account means Our Separate Account A which receives and invests Your net premiums under the contract.

Specified Amount means the face amount of the contract.  The term “specified amount” used in Your contract has the same meaning as the term “face amount” used in this prospectus.

Surrender Charge means a charge made only upon surrender of the contract.  It includes a charge for sales-related expenses.

APPENDIX A

Generally, only contracts issued after May 1, 1998, and prior to July 15, 2004 contain the Automatic Benefit Increase Provision Rider. The only exception to this would be if Your application was in the underwriting process prior to July 15, 2004. If this is the case, You may have a contract date later than July 15, 2004 and still have the Automatic Benefit Increase Provision Rider.

If Your contract contains this rider, the following details apply:

Fee Table

Periodic Fees Related to Owning the Contract Other than Portfolio Operating Expenses
Charge	When Charge Is Deducted	Amount Deductedi
		Maximum Guaranteed Charge	Current Charge
Optional Rider Charges
Automatic Benefit Increase Provision Rider	Not Applicable	None	Nonei

ⁱThe rider does not require separate monthly deductions, but it does affect the amount of Your monthly cost of insurance deduction by increasing Your face amount. 

Automatic Benefit Increase (“ABI”) Provision Rider: Under this rider Your face amount can automatically increase every two years, based on increases in the Consumer Price Index. The increases will occur on the 2^nd contract anniversary and every two years thereafter, unless You reject an increase. The increases continue until the rider terminates. We send You a notice about the increase amounts at least 30 days before the increase date. You have the right to reject any increase by sending a written notice to Our Executive Office before it takes effect. If You reject an increase, then the ABI Provision Rider terminates. (See Your ABI rider for exact details.)

We calculate each face amount increase under the ABI Provision Rider as follows:

(a)The eligible face amount, multiplied by

(b)The Consumer Price Index 5 months before the increase date, divided by

(c)The Consumer Price Index 29 months before the increase date, minus

(d)The eligible face amount from part (a).

The eligible face amount is the sum of the portions of the face amount of insurance that are in the standard premium class.

The maximum increase is the lesser of $50,000 or 20% of the eligible face amount. The ABI Provision Rider automatically terminates once the total of the increases is more than twice the initial

face amount. The Consumer Price Index is the U.S. Consumer Price Index for all urban customers as published by the U.S. Department of Labor. (See Your contract form for more details on this index.)

Rider Charges.  The ABI Provision Rider does not require separate monthly deductions, but it does affect the amount of Your monthly cost of insurance deduction.  As the automatic increases are applied, Your face amount of insurance will increase and, consequently, the amount at risk will also increase.  The monthly cost of insurance deduction will increase to cover the additional amount at risk. 

Note:  Face amount increases under the ABI Provision Rider—

·increase the planned and no lapse guarantee premiums. (See Your ABI Provision Rider and Your Base Policy Form for exact details.)

·may have tax consequences.  Consult Your tax advisor.

The Statement of Additional Information (SAI) can provide You with more detailed information about Midland National Life Insurance Company and the Midland National Life Separate Account A, including more information about distribution expenses, commissions, and compensation than is contained in this Prospectus.  The SAI is incorporated by referenced into this Prospectus and is legally a part of this Prospectus.  A free copy of the SAI can be obtained by calling (800) 272-1642 or by contacting Your registered representative.  We will send You a copy of the SAI within 3 business days of Your request. 

Personalized illustrations of death benefits, cash surrender values, and contract funds are also available free of charge upon request.  You can obtain a personalized illustration or make other contract inquiries by contacting Our Executive Office at:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD 57193

(800) 272-1642

Information about the Separate Account can be reviewed and copied at the SEC’s public reference room in Washington, DC.  Information on the operation of the public reference room may be obtained by calling the SEC at 202-551-8090.  Reports and other information about the Separate Account are also available on the SEC’s internet site at http://www.sec.gov.  Copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC, 100 F Street, NE, Washington, DC  20549-0102

SEC File No. 811-05271

STATEMENT OF ADDITIONAL INFORMATION FOR THE

VARIABLE UNIVERSAL LIFE 3

Flexible Premium Variable Universal Life Contract

Issued By:

MIDLAND NATIONAL LIFE INSURANCE COMPANY

(through the Midland National Life Separate Account A)

This Statement of Additional Information (“SAI”) expands upon subjects discussed in the current prospectus for the Variable Universal Life 3 Insurance Contract (“contract”) offered by Midland National Life Insurance Company.  You may obtain a free copy of the prospectus dated May 1, 2010, by contacting Us at Our Executive Office at:

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD 57193

(605) 335-5700 (telephone)

 (800) 272-1642 (toll-free telephone)

(605) 373-8557 (facsimile for transaction requests)

(605) 335-3621 (facsimile for administrative requests)

Terms used in this SAI have the same meanings as in the current prospectus for the contract.

This statement of additional information is not a prospectus and should be read only in conjunction with the prospectus for this contract and the prospectuses for the 58 Portfolios currently available in the contract.

Dated May 1, 2010

Table of Contents

the contract

The entire contract is made up of the contract, including any supplemental benefit, schedules, the signed written application for the contract, and any attached supplemental written application(s).  We assume that each statement made in the written application is made to the best of the knowledge and belief of the person(s) who made them and, in the absence of fraud, those statements are deeded to be representations and not warranties.  We cannot use any statement to deny a claim or to void the contract unless it is contained in a written application that is made part of the contract by attachment or insertion. 

Contract Owner

The contract owner is the insured unless another individual has been named in the application.  As contract owner, You are entitled to exercise all rights under Your contract while the Insured is alive. Without any beneficiary consent You can:

1. Transfer ownership of Your contract by absolute assignment;
2. Designate, change or revoke a contingent owner; or
3. Change any revocable beneficiary during the insured’s lifetime.

With each irrevocable beneficiary’s consent, You may:

1. Change the irrevocable beneficiary during the insured’s lifetime;
2. Receive any benefit, exercise any right, and use any privilege granted by Your contract allowed by Us; or
3. Agree with Us to any change or amendment of Your contract.

If You die while the Insured is alive, the contingent owner, if any, will become the owner.  If there is no contingent owner, ownership will pass to Your estate.

Death Benefit

As long as the contract is still inforce, We will pay the death benefit to the beneficiary when the insured dies.  Federal tax law may require a greater death benefit than the one provided for in Your contract.  This benefit is a percentage multiple of Your contract fund. The percentage declines as the insured person gets older (this is referred to as the “corridor” percentage). The minimum death benefit will be Your contract fund on the day the insured person dies multiplied by the percentage for his or her age. For this purpose, age is the attained age (last birthday) at the beginning of the contract year of the insured person’s death.  Below is a table of corridor percentages and some examples of how they work.

Table of Corridor Percentages

Based on Contract Fund

If the Insured Person’s Age Is This	The Death Benefit Will Be At Least Equal To This Percent Of The Contract Fund	If the Insured Person’s Age Is This	The Death Benefit Will Be At Least Equal To This Percent Of The Contract Fund
0-40	250%	60	130%
41	243%	61	128%
42	236%	62	126%
43	229%	63	124%
44	222%	64	122%
45	215%	65	120%
46	209%	66	119%
47	203%	67	118%
48	197%	68	117%
49	191%	69	116%
50	185%	70	115%
51	178%	71	113%
52	171%	72	111%
53	164%	73	109%
54	157%	74	107%
55	150%	75-90	105%
56	146%	91	104%
57	142%	92	103%
58	138%	93	102%
59	134%	94	101%
		95-99	100%

These percentages are based on federal income tax law which requires a minimum death benefit, in relation to contract fund, for Your contract to qualify as life insurance.

For example, assume the insured person is 55 years old and the face amount is $100,000. The “corridor percentage” at that age is 150%. Under option 1, the death benefit will generally be $100,000. However, when the contract fund is greater than $66,666,67, the corridor percentage applies and the death benefit will be greater than $100,000 (since 150% of $66,666.67 equals $100,000). In this case, at age 55, We multiply the contract fund by a factor of 150%. So if the contract fund were $70,000, then the death benefit would be $105,000.

Under option 2, the death benefit is the face amount plus the contract fund. In this example, if a 55 year-old had a face amount of $100,000 and a contract fund of $200,000, then the death benefit would be $300,000. This figure results from either: (a) adding the face amount to the contract fund or (b) multiplying the contract fund by the corridor percentage. For all contract funds higher than this level, the corridor percentage would apply. Therefore, for every $1.00 added to the contract fund above $200,000, the death benefit would increase by $1.50 (at that age).

Payment Options

You may choose for contract benefits and other payments (such as the net cash surrender value or death benefit) to be paid immediately in one lump sum or in another form of payment. Payments under these options are not affected by the investment performance of any investment division. Instead, interest accrues pursuant to the option chosen. If You do not arrange for a specific form of payment before the insured person dies, then the beneficiary will have this choice. However, if You do make an arrangement with Us for how the money will be paid, then the beneficiary cannot change Your choice.  Payment options will also be subject to Our rules at the time of selection.

Premium Limitations

Federal law limits the premiums that can be paid if this contract is to qualify as life insurance for tax purposes.  We will not accept a premium that would cause this limit to be exceeded.  If We accept such a premium in error, We will refund it as soon as the error is discovered. 

If a contract change is executed that causes this contract to exceed the maximum premium limits allowed by federal law, We will refund the excess premium when the total premiums paid exceed the federal limits. 

We will accept any premium needed to keep this contract in force.

about us

Midland National Life Insurance Company

We are Midland National Life Insurance Company, a stock life insurance company. We were organized, in 1906, in South Dakota, as a mutual life insurance company at that time named “The Dakota Mutual Life Insurance Company”. We were reincorporated as a stock life insurance company in 1909. Our name, Midland National Life Insurance Company, was adopted in 1925. We redomesticated to Iowa in 1999. We are licensed to do business in 49 states, the District of Columbia, and Puerto Rico.

Midland National is a subsidiary of Sammons Enterprises, Inc., Dallas, Texas. Sammons has controlling or substantial stock interests in a large number of other companies engaged in the areas of insurance, corporate services, and industrial distribution.

Our Financial Condition:  As an insurance company, we are required by state insurance regulation to hold a specified amount of reserves in order to meet all of the contractual obligations of Our General Account to our contractowners.  We monitor our reserves so that we hold sufficient amounts to cover actual or expected contract and claims payments.  It is important to note, however, that there is no guarantee that we will always be able to meet our claims-paying obligations, and that there are risks to purchasing any insurance product.

State insurance regulators also require insurance companies to maintain a minimum amount of capital, which acts as a cushion in the event that the insurer suffers a financial impairment, based on the inherent risks in the insurer's operations.  These risks include those associated with losses that we may incur as the result of defaults on the payment of interest or principal on Our General Account assets, as well as the loss in market value of those investments.  We may also experience liquidity risk if Our General Account assets cannot be readily converted into cash to meet obligations to our contractowners or to provide collateral necessary to finance Our business operations.

We encourage both existing and prospective contractowners to read and understand our financial statements, which are included in this Statement of Additional Information ("SAI"). 

Our Separate Account A

The “Separate Account” is Our Separate Account A, established under the insurance laws of the State of Iowa. It is a unit investment trust registered with the Securities and Exchange Commission (SEC) under the Investment Company Act of 1940 but this registration does not involve any SEC supervision of its management or investment contracts. The Separate Account meets the definition of a “Separate Account” under the federal securities laws. Income, gains and losses credited to, or charged against, the Separate Account reflects the investment experience of the Separate Account and not the investment experience of Midland National’s other assets.  The assets of the Separate Account may not be used to pay any of Our other liabilities.   We are obligated to pay all amounts guaranteed under the contract. 

The Separate Account has a number of investment divisions, each of which invests in the shares of a corresponding portfolio of the funds. You may allocate part or all of Your net premiums in up to ten of the fifty-eight investment divisions of Our Separate Account at any one time.

Our Reports To Contract Owners

We currently intend to send You reports shortly after the end of the third, sixth, ninth, and twelfth contract months of each contract year that show:

• the current death benefit for Your contract,
• Your contract fund,
• information about investment divisions,
• the cash surrender value of Your contract,
• the amount of Your outstanding contract loans,
• the amount of any interest that You owe on the loan, and
• information about the current loan interest rate.

The annual report will show any transactions involving Your contract fund that occurred during the contract year. Transactions include Your premium allocations, Our deductions, and Your transfer or withdrawals. The annual or other periodic statements provide confirmations of certain regular, periodic items (such as monthly deductions and premium payments by Civil Service Allotment or automatic checking account deductions). We may change these reporting practices. Confirmations will be sent to You for transfers of amounts between investment divisions and certain other contract transactions.

Our report also contains information that is required by the insurance supervisory official in the jurisdiction in which this insurance contract is delivered.

We will send You semi-annual reports with financial information on the funds.

Dividends

We do not pay any dividends on these contracts.

Distribution Of The Contracts

The contracts were offered to the public on a continuous basis, but we have discontinued the offering. 

Sammons Securities Company, LLC (“Sammons Securities Company”) serves as principal underwriter for the contracts.  Sammons Securities Company is a Delaware limited liability company and is its home office is located at 4261 Park Road, Ann Arbor, Michigan 48103.  Sammons Securities Company is an indirect, wholly-owned subsidiary of Sammons Enterprises, Inc. of Dallas, Texas which in turn is the ultimate parent company of Midland National Life Insurance Company.  Sammons Securities Company is registered as a broker-dealer with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as well as with the securities commissions in the states in which it operates, and is a member of FINRA, Inc.  Sammons Securities Company offers the contracts through its registered representatives.  Sammons Securities Company is a member of the Securities Investor Protection Corporation.  Sammons Securities Company also may enter into selling agreements with other broker-dealers (“selling firms”) and compensate them for their services.  Registered representatives are appointed as our insurance agents.

Sammons Securities Company received sales compensation with respect to these contracts and other variable life policies not included in this registration statement under the Midland National Life Separate Account A in the following amounts during the years indicated:

Fiscal year	Aggregate Amount of Commissions Paid to Sammons Securities Company*	Aggregate Amount of Commissions Retained by Sammons Securities Company*
2007	$8,589,634	$88,602
2008	$7,179,896	$72,557
2009	$4,282,773	$47,429

* Includes total sales compensation paid to registered persons of Sammons Securities Company and an underwriting fee of 1.25% of first-year commissions paid to Sammons Securities Company for all of Midland National’s variable universal life insurance contracts under Separate Account A.

Sammons Securities Company passes through commissions it receives to selling firms for their sales and does not retain any portion of it in return for its services as distributor for the contracts.  However, under the distribution agreement with Sammons Securities Company, We pay the following sales expenses:

·sales representative training allowances,

·deferred compensation and insurance benefits,

·advertising expenses, and

·all other expenses of distributing the contracts.

We and/or Sammons Securities Company may pay certain selling firms additional amounts for

·“preferred product” treatment of the contracts in their marketing programs, which may include marketing services and increased access to their sales representatives;

·sales promotions relating to the contracts;

·costs associated with sales conferences and educational seminars for their sales representatives; and

·other sales expenses incurred by them. 

We and/or Sammons Securities Company may make bonus payments to certain selling firms based on aggregate sales 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. 

Regulation

We are regulated and supervised by the Iowa Insurance Department. We are subject to the insurance laws and regulations in every jurisdiction where We sell contracts. This contract has been filed with and, as necessary, approved by insurance officials in those states. The provisions of this contract may vary somewhat from jurisdiction to jurisdiction.

We submit annual reports on Our operations and finances to insurance officials in all the jurisdictions where We sell contracts. The officials are responsible for reviewing Our reports to be sure that We are financially sound and are complying with the applicable laws and regulations.

We are also subject to various federal securities laws and regulations with respect to the Separate Account and the contracts.

Discount For Employees Of Sammons Enterprises, Inc.

Employees of Sammons Enterprises, Inc. may receive a discount of up to 25% of first year premiums. Midland National is a subsidiary of Sammons Enterprises, Inc., and additional premium payments contributed solely by Us will be paid into the employee’s contract during the first year. All other contract provisions will apply.

Legal Matters

The law firm of Sutherland Asbill & Brennan LLP, Washington, DC, has provided certain legal advice relating to certain matters under the federal securities laws. 

Financial Matters

The financial statements of Midland National Life Separate Account A and Midland National Life Insurance Company, included in this SAI and the registration statement, have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, for the periods indicated in their report which appears in this SAI. The address for PricewaterhouseCoopers LLP is 100 E. Wisconsin Ave., Suite 1800, Milwaukee, WI 53202. The financial statements have been included in reliance upon reports given upon the authority of the firm as experts in accounting and auditing.

Additional Information

We have filed a Registration Statement relating to the Separate Account and the variable life insurance contract described in this SAI with the SEC. The Registration Statement, which is required by the Securities Act of 1933, includes additional information that is not required in this SAI under the rules and regulations of the SEC. If You would like additional information, then You may obtain it from the SEC’s main office in Washington, DC. You will have to pay a fee for the material.

Performance

Performance information for the investment divisions may appear in reports and advertising to current and prospective owners.  We base the performance information on the investment experience of the investment division and the funds.  The information does not indicate or represent future performance.

Total return quotations reflect changes in funds’ share prices, the automatic reinvestment by the Separate Account of all distributions and the deduction of the mortality and expense risk charge.  The quotations will not reflect deductions from premiums (the sales charge, premium tax charge, and any per premium expense charge), the monthly deduction from the contract fund (the expense charge, the cost of insurance charge, and any charges for additional benefits), the surrender charge, or other transaction charges.  These fees and charges would have reduced the performance shown.  Therefore, these returns do not show how actual investment performance will affect contract benefits.  A cumulative total return reflects performance over a stated period of time.  An average annual total return reflects the hypothetical annually compounded return that would have produced the same cumulative total return if the performance had been constant over the entire period.  Average annual total returns tend to smooth out variations in an investment division’s returns and are not the same as actual year-by-year results.

Midland National may advertise performance figures for the investment divisions based on the performance of a portfolio before the Separate Account commenced operations.

illustrations

Midland National may provide individual hypothetical illustrations of contract fund, cash surrender value, and death benefits based on the funds’ historical investment returns.  These illustrations will reflect the deduction of expenses in the funds and the deduction of contract charges, including the mortality and expense risk charge, the deductions from premiums, the monthly deduction from the contract fund and the surrender charge.  The hypothetical illustrations are designed to show the performance that could have resulted if the contract had been in existence during the period illustrated and do not indicate what contract benefits will be in the future.

Financial Statements

The financial statements of Midland National Life Insurance Company included in this Statement of Additional Information should be distinguished from the financial statements of the Midland National Life Separate Account A and should be considered only as bearing upon the ability of Midland National Life Insurance Company to meet its obligations under the contracts.  They should not be considered as bearing upon the investment performance of the assets held in the Separate Account.

Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Financial Statements
Years Ended December 31, 2009 and 2008












Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Index
----------------------------------------------------------------------------------------


                                                                                 Page(s)


Report of Independent Registered Public Accounting Firm................................1


Consolidated Financial Statements


Balance Sheets.........................................................................2


Statements of Income...................................................................3


Statements of Stockholder's Equity.....................................................4


Statements of Cash Flows.............................................................5-6


Notes to Consolidated Financial Statements..........................................7-57








PricewaterhouseCoopers LLP
Suite 1800
100 E. Wisconsin Ave.
Milwaukee WI 53202
Telephone (414) 212 1600
Facsimile (414) 212 1880
www.pwc.com








                Report of Independent Registered Public Accounting Firm



To the Board of Directors and Shareholder of
Midland National Life Insurance Company and Subsidiary



In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of consolidated stockholder's equity, and of
consolidated cash flows present fairly, in all material respects, the
consolidated financial position of Midland National Life Insurance Company and
Subsidiary (an indirect, wholly owned subsidiary of Sammons Enterprises, Inc.)
(the "Company") at December 31, 2009 and 2008, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2009 in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits. We conducted our
audits of these statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.







March 24, 2010



Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Statements of Income
----------------------------------------------------------------------------------------
Years Ended December 31, 2009 and 2008

(Dollars in Thousands, except par value and shares)                                          2009                2008

Assets
Investments
    Fixed maturities, available for sale, at fair value                                      $22,256,805         $20,400,384
    Equity securities, at fair value                                                             462,328             387,086
    Mortgage loans                                                                               241,001             252,485
    Policy loans                                                                                 315,979             315,492
    Short-term investments                                                                       353,271             178,271
    Derivative instruments                                                                       435,085             107,416
    Other invested assets                                                                        337,514             377,954
                                                                                       ------------------  ------------------
              Total investments                                                               24,401,983          22,019,088
Cash                                                                                             269,749             103,485
Accrued investment income                                                                        217,912             225,403
Deferred policy acquisition costs                                                              1,798,826           2,012,764
Deferred sales inducements                                                                       626,447             764,191
Present value of future profits of acquired businesses                                            21,767              34,020
Federal income tax asset, net                                                                    410,274             470,627
Other receivables, other assets and property, plant and equipment                                145,213             139,152
Reinsurance receivables                                                                        2,079,974           1,640,493
Separate account assets                                                                          934,472             719,240
                                                                                       ------------------  ------------------
              Total assets                                                                   $30,906,617         $28,128,463
                                                                                       ------------------  ------------------

Liabilities
Policyholder account balances                                                                $23,244,885         $21,648,394
Policy benefit reserves                                                                        1,003,106             965,373
Policy claims and benefits payable                                                                99,461             114,258
Repurchase agreements, other borrowings and collateral on derivatives                          2,974,315           3,049,335
Derivative instruments                                                                            51,187              47,123
Other liabilities                                                                                674,515             406,693
Separate account liabilities                                                                     934,472             719,240
                                                                                       ------------------  ------------------
              Total liabilities                                                               28,981,941          26,950,416
                                                                                       ------------------  ------------------

Stockholder's equity
Common stock, $1 par value, 2,549,439 shares authorized,
 2,548,878 shares outstanding                                                                      2,549               2,549
Additional paid-in capital                                                                       301,827             318,707
Accumulated other comprehensive loss                                                            (483,751)           (781,910)
Retained earnings                                                                              1,599,861           1,504,864
                                                                                       ------------------  ------------------
    Total Midland National Life Ins. Co. stockholder's equity                                  1,420,486           1,044,210
Noncontrolling interest                                                                          504,190             133,837
                                                                                       ------------------  ------------------
    Total stockholder's equity                                                                 1,924,676           1,178,047
                                                                                       ------------------  ------------------
              Total liabilities and stockholder's equity                                     $30,906,617         $28,128,463
                                                                                       ------------------  ------------------



The accompanying notes are an integral part of these consolidated financial statements.


Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Statements of Stockholder's Equity
----------------------------------------------------------------------------------------
Years Ended December 31, 2009 and 2008

(Dollars in Thousands)                                                            2009               2008               2007
Revenues
Premiums                                                                           $ 147,415          $ 137,156          $ 124,312
Interest sensitive life and investment product charges                               295,560            288,514            273,272
Net investment income                                                              1,059,608            966,440          1,135,638
Net gains (losses) on derivatives                                                   (157,076)           (37,865)           116,037
Net unrealized gain on variable interest entity                                       35,795             27,442                  -
Net realized investment gains (losses)                                               154,827            117,775             79,331

  Total other-than-temporary impairment losses                                       (83,778)           (87,404)            (7,394)
    Non-credit portion in other comprehensive income (loss)                           12,307                  -                  -
                                                                             ----------------   ----------------   ----------------
Net impairment loss recognized in earnings                                           (71,471)           (87,404)            (7,394)

Other income                                                                          12,419             16,583             14,862
                                                                             ----------------   ----------------   ----------------
              Total revenue                                                        1,477,077          1,428,641          1,736,058
                                                                             ----------------   ----------------   ----------------

Benefits and expenses
Interest credited to policyholder account balances                                   541,266            447,901            709,144
Benefits incurred                                                                    238,071            245,319            220,550
Amortization of deferred sales inducements                                            60,246             74,081             80,334
                                                                             ----------------   ----------------   ----------------
              Total benefits                                                         839,583            767,301          1,010,028
                                                                             ----------------   ----------------   ----------------

Operating and other expenses (net of commissions and other
 expenses deferred)                                                                  162,648             92,491             99,857
Amortization of deferred policy acquisition costs and
 present value of future profits of acquired businesses                              175,601            178,739            236,708
                                                                             ----------------   ----------------   ----------------
              Total benefits and expenses                                          1,177,832          1,038,531          1,346,593
                                                                             ----------------   ----------------   ----------------
              Income before income taxes                                             299,245            390,110            389,465
Income tax expense                                                                   102,308            138,996            134,086
                                                                             ----------------   ----------------   ----------------

              Net income                                                           $ 196,937          $ 251,114          $ 255,379
                                                                             ----------------   ----------------   ----------------

        Less: Net income attributable to noncontrolling interests                    (57,373)            (6,437)                 -
                                                                             ----------------   ----------------   ----------------
    Net income attributable to Midland National Life Ins. Co                       $ 139,564          $ 244,677          $ 255,379
                                                                             ----------------   ----------------   ----------------


The accompanying notes are an integral part of these consolidated financial statements.



Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Statements of Cash Flows
----------------------------------------------------------------------------------------
Years Ended December 31, 2009 and 2008

                                                               Midland National Life Insurance Co. Stockholder's Equity
                                                               --------------------------------------------------------
                                                                                                      Accumulated
                                                                          Additional                    Other
                                                                Common     Paid-in     Comprehensive  Comprehensive
(Dollars in Thousands)                                          Stock      Capital     Income (Loss)  Income (Loss)

                                                               ---------  ----------                  ------------
Balances at December 31, 2006                                     2,549     268,707                       12,823
Comprehensive income (loss)
   Net income                                                                            $255,379
   Other comprehensive income (loss)
     Pension liability (net of tax $757)                                                    1,407          1,407
     Net unrealized loss on available-for-sale investments
      and certain interest rate swaps (net of tax ($36,257))                              (67,332)       (67,332)
                                                                                       -----------
           Total comprehensive income                                                    $189,454
                                                                                       -----------
Adjustment to initially apply SFAS Statement No. 158
   (net of applicable income tax benefit of ($1,312))                                                     (2,438)
Dividends paid on common stock
                                                               ---------  ----------                  -----------
Balances at December 31, 2007                                     2,549     268,707                      (55,540)

Comprehensive income (loss)
   Net income                                                                            $244,677
   Other comprehensive income (loss)
     Pension liability (net of tax ($1,259))                                               (2,337)        (2,337)
     Post-retirement liability (net of tax of $682)                                         1,266          1,266
     Net unrealized loss on available-for-sale investments
      and certain interest rate swaps (net of tax ($390,545))                            (725,299)      (725,299)
                                                                                       -----------
           Total comprehensive loss                                                    $ (481,693)
                                                                                       -----------
Capital contribution                                                         50,000
Dividends paid on common stock
                                                               ---------  ----------                  -----------
Balances at December 31, 2008                                   $ 2,549    $318,707                   $ (781,910)
                                                               ---------  ----------                  -----------
Reclassification of non-credit impairment losses
   from prior periods (net of tax ($3,796))                                                               (7,050)
Sale of subsidiary to noncontrolling interest                               (16,880)
Comprehensive income (loss)
   Net income                                                                            $139,564
   Other comprehensive income (loss)
     Pension liability (net of tax ($1,200))                                               (2,229)        (2,229)
     Post-retirement liability (net of tax of $340)                                           630            630
     Net unrealized gain on available-for-sale investments,
      non-credit portion of OTTI, and certain interest rate
      swaps (net of tax $165,204)                                                         306,808        306,808
                                                                                       -----------
           Total comprehensive income                                                     444,773
                                                                                       -----------
Capital contribution
Dividends paid on common stock
                                                               ---------  ----------                  -----------
Balances at December 31, 2009                                   $ 2,549    $301,827                   $ (483,751)
                                                               ---------  ----------                  -----------

The accompanying notes are an integral part of these consolidated financial statements.



Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Statements of Cash Flows (Continued)
----------------------------------------------------------------------------------------
Years Ended December 31, 2009 and 2008

                                                               Midland National Life Insurance Co. Stockholder's Equity
                                                               --------------------------------------------------------

                                                                                             Total
                                                                Retained    Noncontrolling  Stockholder's
(Dollars in Thousands)                                          Earnings      Interest       Equity
                                                                             ------------
                                                               ------------                -----------
Balances at December 31, 2006                                    1,094,893             -    1,378,972
Comprehensive income (loss)
   Net income                                                      255,379                    255,379
   Other comprehensive income (loss)
     Pension liability (net of tax $757)                                                        1,407
     Net unrealized loss on available-for-sale investments
      and certain interest rate swaps (net of tax ($36,257))                                  (67,332)

           Total comprehensive income

Adjustment to initially apply SFAS Statement No. 158
   (net of applicable income tax benefit of ($1,312))                                          (2,438)
Dividends paid on common stock                                     (43,345)                   (43,345)
                                                               ------------  ------------  -----------
Balances at December 31, 2007                                    1,306,927             -    1,522,643

Comprehensive income (loss)
   Net income                                                      244,677         6,437      251,114
   Other comprehensive income (loss)
     Pension liability (net of tax ($1,259))                                                   (2,337)
     Post-retirement liability (net of tax of $682)                                             1,266
     Net unrealized loss on available-for-sale investments
      and certain interest rate swaps (net of tax ($390,545))                                (725,299)

           Total comprehensive loss

Capital contribution                                                             127,400      177,400
Dividends paid on common stock                                     (46,740)                   (46,740)
                                                                             ------------  -----------
Balances at December 31, 2008                                  $ 1,504,864     $ 133,837   $ 1,178,047
                                                               ------------  ------------  -----------
Reclassification of non-credit impairment losses
   from prior periods (net of tax ($3,796))                          7,050                          -
Sale of subsidiary to noncontrolling interest                                     16,880            -
Comprehensive income (loss)
   Net income                                                      139,564        57,373      196,937
   Other comprehensive income (loss)
     Pension liability (net of tax ($1,200))                                                   (2,229)
     Post-retirement liability (net of tax of $340)                                               630
     Net unrealized gain on available-for-sale investments,
      non-credit portion of OTTI, and certain interest rate
      swaps (net of tax $165,204)                                                             306,808

           Total comprehensive income

Capital contribution                                                             296,100      296,100
Dividends paid on common stock                                     (51,617)                   (51,617)
                                                               ------------                -----------
Balances at December 31, 2009                                  $ 1,599,861     $ 504,190   $ 1,924,676
                                                               ------------  ------------  -----------

The accompanying notes are an integral part of these consolidated financial statements.



Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Consolidated Statements of Cash Flows
----------------------------------------------------------------------------------------
Years Ended December 31, 2009 and 2008

(Dollars in Thousands)                                                 2009          2008          2007

Cash flows from operating activities
Net income                                                          $  196,937    $  251,114    $  255,379
Adjustments to reconcile net income to net cash
 (used in) provided by operating activities
    Amortization of deferred policy acquisition costs,
     deferred sales inducements and
     present value of future profits of
     acquired businesses                                               235,847       252,821       317,042
    Net amortization of premiums and discounts on investments          (89,973)      (53,509)      (38,907)
    Amortization of index options                                      165,439       258,469       266,142
    Policy acquisition costs deferred                                 (214,843)     (239,169)     (227,657)
    Sales inducements deferred                                         (74,579)      (96,598)      (82,688)
    Net realized investment (gains) losses                             (83,356)      (30,371)      (71,937)
    Net losses (gains) on derivatives                                  157,076        37,865      (116,037)
    Net unrealized gain from variable interest entity                  (35,795)      (27,442)            -
    Deferred income taxes                                              (17,781)       21,142        48,077
    Net interest credited and product charges on
     universal life and investment policies                            436,536       365,747       709,715
    Changes in other assets and liabilities
      Net receivables                                                  (57,028)       (8,417)     (118,256)
      Net payables                                                     125,697        18,239       (17,826)
      Policy benefits                                                   55,813        91,041        65,289
      Other                                                               (567)        4,410         5,808
                                                                    -----------  ------------  ------------

              Net cash provided by operating activities                799,423       845,342       994,144
                                                                    -----------  ------------  ------------

Cash flows from investing activities
Proceeds from investments sold, matured or repaid
    Fixed maturities                                                 7,712,355     8,621,197    10,477,422
    Equity securities                                                  100,281       138,241       594,464
    Mortgage loans                                                      33,601        43,499        37,901
    Derivative instruments                                               9,987        45,877        13,554
    Other invested assets                                               37,206        26,382        62,235
Cost of investments acquired
    Fixed maturities                                                (9,049,051)  (10,928,448)  (12,192,132)
    Equity securities                                                 (102,725)     (130,751)     (586,859)
    Mortgage loans                                                     (25,893)       (4,720)      (24,568)
    Derivative instruments                                            (162,597)     (423,186)     (304,478)
    Other invested assets                                              (28,219)      (84,276)      (87,119)
Net change in policy loans                                                (487)      (16,081)      (13,647)
Net change in short-term investments                                  (175,000)      174,597       126,537
Net change in collateral on derivatives                                183,681       (92,372)     (158,990)
Net change in amounts due to/from brokers                              144,838         5,189         3,065
                                                                    -----------  ------------  ------------
              Net cash used in investing activities                 (1,322,023)   (2,624,852)   (2,052,615)
                                                                    -----------  ------------  ------------

Cash flows from financing activities
Receipts from universal life and investment products                 2,779,877     2,798,104     2,616,859
Benefits paid on universal life and investment
 products                                                           (2,076,795)   (1,870,294)   (1,805,015)
Net change in repurchase agreements and other borrowings              (258,701)      820,615       256,585
Receipts related to noncontrolling interest                            296,100       127,400
Capital contribution received                                                -        50,000             -
Dividends paid on common stock                                         (51,617)      (46,740)      (43,345)
                                                                    -----------  ------------  ------------
              Net cash provided by financing activities                688,864     1,879,085     1,025,084
                                                                    -----------  ------------  ------------

Net increase (decrease) in cash                                        166,264        99,575       (33,387)
Cash at beginning of year                                              103,485         3,910        37,297
                                                                    -----------  ------------  ------------
Cash at end of year                                                 $  269,749    $  103,485    $    3,910
                                                                    -----------  ------------  ------------

Supplemental disclosures of cash flow information
Cash paid during the year for
    Income taxes, paid to parent                                    $  204,153    $   59,855    $  107,447
    Interest on other borrowings                                         4,594         5,044           449


The accompanying notes are an integral part of these consolidated financial statements.


Midland National Life Insurance Company and Subsidiary
(an indirect wholly owned subsidiary of Sammons Enterprises, Inc.)
Notes to Consolidated Financial Statements
Years Ended December 31, 2009 and 2008
----------------------------------------------------------------------------------------

(Dollars in Thousands)


1.      Summary of Significant Accounting Policies


        Organization
        Midland National Life Insurance Company and Subsidiary ("Midland
        National" or the "Company") is an indirect wholly owned subsidiary of
        Sammons Enterprises, Inc. ("SEI"). SFG Reinsurance Company ("SFG Re"), a
        subsidiary of Midland National, is a captive reinsurance company
        domiciled in South Carolina. Together, these companies offer individual
        life and annuity products in 49 states and the District of Columbia. The
        Company is affiliated through common ownership with North American
        Company for Life and Health Insurance ("North American").


        During 2008, Midland National became a limited partner in Guggenheim
        Partners Opportunistic Investment Grade Securities Fund, LLC (the
        "Fund") a private investment company and variable interest entity.
        Midland National is considered the primary beneficiary and owns 50.9%
        and 62.9% of the Fund as of December 31, 2009 and 2008, respectively. As
        the primary beneficiary, the Company consolidates the Fund in its
        consolidated financial statements.


        During 2008, SEI made a $50,000 capital contribution to the Company.


        Basis of Presentation
        The accompanying consolidated financial statements have been prepared in
        conformity with accounting principles generally accepted in the United
        State of America ("GAAP") and reflect the consolidation of the Company
        with its wholly owned and majority owned subsidiary. All intercompany
        transactions have been eliminated in consolidation.


        The Company determines whether it has a controlling financial interest
        in an entity by first evaluating whether the entity is a voting interest
        entity or a variable interest entity ("VIE").


        Voting interest entities are entities in which the total equity
        investment at risk is sufficient to enable the entity to finance its
        activities independently and the equity holders have the obligation to
        absorb losses, the right to receive residual returns, and the right to
        make decisions about the entity's activities. The usual condition for a
        controlling financial interest in an entity is ownership of a majority
        voting interest. Accordingly, the Company consolidates voting interest
        entities in which it has a majority voting interest.


        A VIE is defined as an entity whose equity investors do not have a
        controlling financial interest or do not have sufficient capital at risk
        for the entity to finance its activities without additional financial
        support from other parties. A company is deemed to be the primary
        beneficiary of a VIE if it expects to absorb a majority of the entities
        losses or receive a majority of the VIE's residual returns, or both. The
        Company consolidates VIE's for which it is deemed to be the primary
        beneficiary. The Company's share of earnings and losses of the investee
        is included in the consolidated operating results when the Company is
        able to exercise significant influence over the operating and financial
        decisions of the investee.


        When the Company does not have a controlling financial interest in an
        entity but exerts significant influence over the entity's operating and
        financial policies (generally defined as owning a voting interest of 20%
        to 50%) and has an investment in common stock or in-substance common
        stock, the Company accounts for its investment either with the equity
        method of accounting or at fair value.


        During 2008, one variable interest entity was identified where the
        Company is the primary beneficiary (refer to note 6). As of December 31,
        2009, the Company has other investments in limited partnerships that are
        reviewed to determine if any are variable interest entities. Some of
        these investments are VIEs, but in each case the Company has determined
        it is not the primary beneficiary. In accordance with the guidance on
        consolidating variable interest entities, the Company will continue to
        evaluate its position in the future as circumstances may change and the
        entity could be determined to be a VIE and the Company could become a
        primary beneficiary, in which case the Company would consolidate the
        variable interest entity into its financial statements.


        The Company evaluated subsequent events through March 24, 2010, the date
        the consolidated financial statements were issued.


        Use of Estimates
        The preparation of financial statements in conformity with GAAP requires
        management to make estimates and assumptions that affect the reported
        amounts of assets and liabilities and disclosure of contingent assets
        and liabilities at the date of the financial statements and the reported
        amounts of revenues and expenses during the reporting period. Actual
        results could differ significantly from those estimates.


        The most significant areas which require the use of management's
        estimates relate to the determination of the fair values of financial
        assets and liabilities, derivative instruments, deferred policy
        acquisition costs, deferred sales inducements, present value of future
        profits of acquired businesses and future policy benefits for
        traditional life insurance policies.


        Interest Rate Risk
        The Company is subject to the risk that interest rates will change and
        cause changes in investment prepayments and changes in the value of its
        investments. Policyholder persistency is also affected by changes in
        interest rates. To the extent that fluctuations in interest rates cause
        the cash flows and duration of assets and liabilities to differ from
        product pricing assumptions, the Company may have to sell assets prior
        to their maturity and realize a loss.


        Liquidity Risk
        Market conditions for fixed income securities could be such that
        illiquidity in the markets could make it difficult for the Company to
        sell certain securities and generate cash to meet policyholder
        obligations. Management believes it has adequate liquidity in its
        investment portfolio and other sources of funds to meet any future
        policyholder obligations.


        Counterparty Risk
        The Company enters into derivative and repurchase agreements with
        various financial institution counterparties. The Company is at risk
        that any particular counterparty will fail to fulfill its obligations
        under outstanding agreements. The Company limits this risk by selecting
        counterparties with long-standing performance records and with credit
        ratings of "A" or above. The amount of exposure to each counterparty is
        essentially the net replacement cost or market value for such agreements
        with each counterparty, as well as any interest due the Company from the
        last interest payment period less any collateral posted by the Company
        or counterparty.


        Fair Value of Financial Instruments
        Beginning in the year ended December 31, 2008, the Company adopted the
        authoritative guidance for fair value measurements and the fair value
        option for financial assets and financial liabilities as issued by the
        Financial Accounting Standards Board (FASB). See Notes 2 and 3 for a
        discussion of this guidance. The Company uses the following methods and
        assumptions in estimating the fair values of its financial instruments:


        Investment Securities
        Fair values for fixed maturity securities are obtained primarily from
        independent pricing sources, broker quotes and fair value/cash flow
        models. Fair value is based on quoted market prices, where available.
        For fixed maturities not actively traded, fair value is estimated using
        values obtained from independent pricing services or broker quotes. In
        some cases, such as private placements and certain mortgage-backed
        securities, fair value is estimated by discounting expected future cash
        flows using a current market rate applicable to the yield, credit
        quality and maturity of the investments. The fair value of equity
        securities is based on quoted market prices, where available, and for
        those equity securities not actively traded fair values are obtained
        from independent pricing services or from internal fair value/cash flow
        models.


        Mortgage Loans
        Fair value for mortgage loans is estimated using a duration-adjusted
        pricing methodology that reflects changes in market interest rates and
        the specific interest-rate sensitivity of each mortgage. Price changes
        derived from the monthly duration-adjustments are applied to the initial
        valuation mortgage portfolio that was conducted by an independent
        broker/dealer upon acquisition of the majority of the loans at which
        time each mortgage was modeled and assigned a spread corresponding to
        its risk profile for valuation purposes. For fair value reporting
        purposes, these spreads are adjusted for current market conditions. Fair
        values are also adjusted by internally generated illiquidity and default
        factors.


        Short-term Investments
        The carrying amounts reported in the consolidated balance sheets for
        these instruments, which primarily consist of commercial paper, money
        market funds and fixed income securities acquired with less than one
        year to maturity, approximate their fair values due to the nature of
        these assets.


        Derivative Instruments
        Fair values for interest rate swaps, credit default swaps, interest rate
        floors and other derivatives are based on exchange prices, broker quoted
        prices or fair values provided by the counterparties. Variation margin
        accounts, consisting of cash balances applicable to open futures
        contracts, held by counterparties are reported at the cash balances,
        which is equal to fair value. Fair values for call options are based on
        internal financial models or counterparty quoted prices.


        Other Invested Assets
        Other invested assets consist primarily of limited partnerships. In most
        cases, the carrying amounts represent the Company's share of the
        entity's underlying equity reported in its balance sheet. In situations
        where the Company has an ownership of less than 5%, the limited
        partnership is carried at cost. The fair value of limited partnership
        assets is equal to the Company's ownership of partners' capital, which
        is obtained from financial statements issued by the partnerships.


        Assets held in separate accounts
        Separate account assets are reported at estimated fair value in the
        consolidated balance sheets based on quoted net asset values of the
        underlying mutual funds.


        Investment-type Insurance Contracts
        Fair value for the Company's liabilities under investment-type insurance
        contracts is estimated using two methods. For those contracts without a
        defined maturity, the fair value is estimated as the amount payable on
        demand (cash surrender value). For those contracts with known
        maturities, fair value is estimated using discounted cash flow
        calculations using interest rates currently being offered for similar
        contracts with maturities consistent with the contracts being valued.
        The reported value of the Company's investment-type insurance contracts
        includes the fair value of indexed life and annuity embedded
        derivatives. These fair values are calculated using discounted cash flow
        valuation techniques based on current interest rates adjusted to reflect
        our credit risk and an additional provision for adverse deviation.


        The above fair value estimates are significantly affected by the
        assumptions used, including discount rates and estimates of future cash
        flows. Although fair value estimates are calculated using assumptions
        that management believes are appropriate, changes in assumptions could
        cause these estimates to vary materially. In that regard, the derived
        fair value estimates cannot be substantiated by comparison to
        independent markets and, in some cases, could not be realized in the
        immediate settlement of the instruments. Accordingly, the aggregate fair
        value amounts presented in Note 3 do not represent the underlying value
        to the Company.


        Investments and Investment Income
        The Company is required to classify its fixed maturity investments
        (bonds and redeemable preferred stocks) and equity securities (common
        and nonredeemable preferred stocks) into three categories: securities
        that the Company has the positive intent and the ability to hold to
        maturity are classified as "held-to-maturity;" securities that are held
        for current resale are classified as "trading securities;" and
        securities not classified as held-to-maturity or as trading securities
        are classified as "available-for-sale." Investments classified as
        trading or available-for-sale are required to be reported at fair value
        in the balance sheet. The Company currently has no securities classified
        as held-to-maturity or trading.


        Available-for-sale securities are classified as such if not considered
        trading securities or if there is not the positive intent and ability to
        hold the securities to maturity. Such securities are carried at fair
        value with the unrealized holding gains and losses and non-credit
        related impairments losses included as a component of other
        comprehensive income (loss) in the consolidated statements of
        stockholder's equity, net of related adjustments to deferred policy
        acquisition costs, deferred sales inducements, deferred income taxes,
        and the accumulated unrealized holding gains (losses) on securities sold
        which are released into income as realized investment gains (losses).
        Cash flows from available-for-sale security transactions are included in
        investing activities in the consolidated statements of cash flows.


        As previously discussed in the Organization section of this footnote,
        the Company consolidates a private investment company VIE in its
        consolidated financial statements. As an investment company, the VIE
        does not classify its fixed maturity investments into the three
        previously described categories. In addition, the VIE, and therefore the
        Company in its consolidation of the VIE, reports its fixed maturity
        investments at fair value but the unrealized gains and losses are
        reported as net unrealized gain from variable interest entity in the
        consolidated statements of income rather than as a component of other
        comprehensive income (loss) in the consolidated statements of
        stockholder's equity. Included in available-for-sale fixed maturity
        securities in the accompanying consolidated balance sheets are
        $1,265,946 and $195,545 as of December 31, 2009 and 2008, respectively,
        of the VIE. The unrealized gains on these fixed maturity securities of
        $34,739 and $27,311 for the years ended December 31, 2009 and 2008,
        respectively, are reported as net unrealized gain from variable interest
        entity in the accompanying consolidated statements of income. In
        addition, the VIE holds one preferred stock that is reported as an
        equity security in the accompanying consolidated balance sheets. The
        reported value of this security is $3,049 and $1,021 as of December 31,
        2009 and 2008, respectively, and the unrealized gain of $1,056 and $131
        for the years ended December 31, 2009 and 2008, respectively, is
        reported as a component of net unrealized gain from variable interest
        entity in the accompanying consolidated statements of income.


        For collateralized mortgage obligations ("CMO's") and mortgage-backed
        securities, the Company recognizes income using a constant effective
        yield based on anticipated prepayments and the estimated economic life
        of the securities. When actual prepayments differ significantly from
        anticipated prepayments, the effective yield is recalculated to reflect
        actual payments to date and anticipated future payments. The net
        investment in the security is adjusted to the amount that would have
        existed had the new effective yield been applied since the acquisition
        of the security. This adjustment is included in net investment income.
        Included in this category is approximately $96,981 of mortgaged-backed
        securities that are all or partially collateralized by sub-prime
        mortgages at December 31, 2009. A sub-prime mortgage is defined as a
        mortgage with one or more of the following attributes: weak credit
        score, high debt-to-income ratio, high loan-to-value ratio or
        undocumented income. In recent years, the deterioration in the sub-prime
        mortgage market has had an adverse impact on the overall credit markets,
        particularly related to the fair values of CMO's and other asset-backed
        securities. The Company is exposed to credit risk associated with the
        sub-prime lending market and continues to monitor these investments in
        connection with the Company's other-than-temporary impairment policy. At
        December 31, 2009, 62% of the Company's securities with sub-prime
        exposure are rated as investment grade.


        Mortgage loans are carried at the adjusted unpaid balances.
        Approximately 61% of the mortgage loans were acquired in 2003 and were
        recorded at fair value as of the purchase date. Approximately 28% of the
        Company's mortgage loan portfolio is located in Florida, Georgia, North
        Carolina and South Carolina and 17% is located in Illinois, Indiana,
        Michigan, Ohio and Wisconsin. The composition of the mortgage loan
        portfolio by property characteristic category as of December 31, 2009,
        was as follows: Office 32%, Industrial 23%, Residential 12%, Retail 6%,
        Apartment 2% and Other 25%. Two new mortgages were acquired in 2009 for
        $25,893, the majority of which related to an additional mortgage on the
        property of an indirect affiliate (see Note 16). The Company purchased
        95 existing residential reverse mortgages in 2007. These reverse
        mortgages are first liens on the related residential properties located
        primarily in California and Florida. At December 31, 2009, the reported
        value of these reverse mortgages was $27,870. Income on reverse
        mortgages is recognized using an effective yield based on the
        contractual interest rate and anticipated repayment of the mortgage. The
        maximum percentage of any one loan to the value of the underlying
        property at the time the loan was initiated was 80% for all standard
        mortgage loans. The reverse mortgages have a Principal Limit Factor
        ("PLF") that defines the maximum amount that can be advanced to a
        borrower. The PLF is a function of the age of the borrower and
        co-borrower, if any, and the appraised value of the residential
        property. The maximum PLF in the Company's reverse mortgage portfolio is
        62.5% of the underlying property value at the time of mortgage
        origination. Property and casualty insurance is required on all
        properties covered by mortgage loans at least equal to the excess of the
        loan over the maximum loan which would be permitted by law on the land
        without the buildings. Interest income on non-performing loans is
        generally recognized on a cash basis. The Company reviews its mortgage
        loans for impairment on an on-going basis. It considers such factors as
        delinquency of payments, decreases in the value of underlying
        properties, the financial condition of the mortgagee and the impact of
        general economic conditions in the geographic areas of the properties
        collateralizing the mortgages. Once the determination is made that a
        mortgage loan is impaired, the primary consideration used to determine
        the amount of the impairment is the fair market value of the underlying
        property. The Company assumes it would receive the proceeds from the
        sale of the underlying property less sale expenses. As a result of this
        review, the Company recognized an impairment charge against earnings of
        $1,530 for the year ended December 31, 2009 related to four mortgage
        loans. There was no impairment charge recognized in 2008.


        Short-term investments primarily include commercial paper, money market
        funds and fixed income securities acquired with less than one year to
        maturity and are stated at amortized cost. Policy loans are carried at
        unpaid principal balances.


        Derivative instruments consist of options, futures, interest rate
        floors, interest rate and credit default swaps. Options are reported at
        fair value, which are determined from internal financial models and
        compared to fair values provided by counterparties. Futures are reported
        at the cash balances held in counterparty variation margin accounts,
        which amount equals fair value. The interest rate floors and swaps and
        credit default swaps are reported at fair value, which values are
        determined from models using market observable inputs or quoted prices
        from counterparties.


        Other invested assets are primarily comprised of limited partnerships.
        Limited partnerships are recorded at fair value using the net asset
        value per share under the equity method of accounting in accordance with
        authoritative guidance issued by the FASB where the Company owns 5% or
        more of the entity's equity (reported at cost where the Company owns
        less than 5%). The net asset value per share is the Company's share of
        the limited partnerships total equity. These investments are reviewed
        for impairment on a quarterly basis.


        Investment income is recorded when earned. Realized gains and losses are
        determined on the basis of specific identification of the investments.
        Dividends are recorded on the ex-dividend date.


        The Company reviews its investments to determine if declines in value
        are other-than-temporary. During 2008, the general credit markets were
        distressed and there was illiquidity in many of the markets where the
        Company trades its fixed income securities. This distress and
        illiquidity significantly impacted the fair values of the Company's
        fixed income securities as of December 31, 2008. The credit market
        conditions improved significantly during 2009 and, as a result, the
        unrealized losses in the Company's fixed income portfolio were lower at
        December 31, 2009 than at December 31, 2008. If the fair value of a debt
        security is less than its amortized cost basis at the balance sheet
        date, the Company must assess whether the impairment is
        other-than-temporary. For fixed income securities, the primary factor
        the Company considers in its assessment of whether a decline in value is
        other-than-temporary is the issuer's ability to pay the amounts due
        according to the contractual terms of the investment. Additional factors
        considered in evaluating whether a decline in value is
        other-than-temporary are the length of time and magnitude by which the
        fair value is less than amortized cost, adverse conditions specifically
        related to the security, changes to the rating of the security by a
        rating agency, changes in the quality of underlying credit enhancements
        and changes in the fair value of the security subsequent to the balance
        sheet date.


        Effective January 1, 2009, the Company implemented new guidance issued
        by the FASB that expands the determination of whether an impairment of
        debt securities is other-than-temporary and the determination of the
        amount of the impairment to charge against earnings. When an
        other-than-temporary impairment has occurred, the amount of the
        impairment charged against earnings depends on whether the Company
        intends to sell the security or more likely than not will be required to
        sell the security before recovery of its amortized cost basis. If the
        Company intends to sell the security or more likely than not will be
        required to sell the security before recovery of its amortized cost
        basis, the entire impairment is recognized as a charge against earnings.
        If the Company does not intend to sell the security and it is not more
        likely than not it will be required to sell the security before recovery
        of its amortized cost basis, the impairment is bifurcated into a credit
        related loss and a non-credit related loss. The credit related loss is
        measured as the difference between the present value of cash flows
        expected to be collected from the debt security and the debt security's
        amortized cost. The amount of the credit related loss is recognized as a
        charge against earnings. The difference between the unrealized loss on
        the impaired debt security and the credit related loss charged against
        earnings is the non-credit related loss that is recognized in
        accumulated other comprehensive loss.


        The Company uses a single best estimate of cash flows approach and uses
        the effective yield prior to the date of impairment to calculate the
        present value of cash flows. The Company's assumptions for residential
        mortgage-backed securities, commercial mortgage-backed securities, other
        asset-backed securities and collateralized debt obligations include
        collateral pledged, scheduled interest payments, default levels,
        delinquency rates and the level of nonperforming assets for the
        remainder of the investments' expected term. The company's assumptions
        for corporate and other fixed maturity securities include scheduled
        interest payments and an estimated recovery value, generally based on a
        percentage return of the current market value.


        After an other-than-temporary write-down, the new cost basis is the
        prior amortized cost less the credit loss. The adjusted cost basis is
        generally not adjusted for subsequent recoveries in fair value. However,
        if the Company can reasonably estimate future cash flows after a
        write-down and the expected cash flows indicate some or all of the
        credit related loss will be recovered, the discount or reduced premium
        recorded is amortized over the remaining life of the security.
        Amortization in this instance is computed using the prospective method
        and is determined based on the current estimate of the amount and timing
        of future cash flows.


        During 2009, 2008 and 2007, the Company recorded $71,471, $87,404 and
        $7,394, respectively, of realized losses as a result of
        other-than-temporary impairments. These losses are included in net
        impairment loss recognized in earnings in the consolidated statements of
        income. The Company was required to recognize the cumulative effect of
        initially applying this guidance. For the fixed income securities held
        at the beginning of 2009 for which an other-than-temporary impairment
        was previously recognized and the Company did not intend to sell and it
        was not more likely than not that it would be required to sell the
        security before recovery of its amortized cost basis, the cumulative
        effect of initially applying this guidance is recognized as an
        adjustment to the opening balance of retained earnings with a
        corresponding adjustment to accumulated other comprehensive income. The
        amount of the cumulative effect adjustment recognized by the Company was
        $7,050, which is reported in the accompanying consolidated statements of
        stockholder's equity.


        Cash
        Cash consists of demand deposits and non-interest bearing deposits held
        by custodial banks.


        Recognition of Traditional Life Revenue and Policy Benefits Traditional
        life insurance products include those products with fixed and guaranteed
        premiums and benefits. Life insurance premiums are recognized as premium
        income when due. Benefits and expenses are associated with earned
        premiums so as to result in recognition of profits over the life of the
        contracts. This association is accomplished by means of the provision
        for policy benefit reserves and the amortization of deferred policy
        acquisition costs.

        The liabilities for the policy benefit reserves for traditional life
        insurance policies of $1,003,106 and $965,373 at December 31, 2009 and
        2008, respectively, generally are computed by the net level premium
        method based on estimated future investment yield, mortality, morbidity
        and withdrawals that were appropriate at the time the policies were
        issued or acquired. Interest rate assumptions ranged primarily from
        6.00% to 9.00% in 2009 and 2008.

        Recognition of Revenue and Policy Benefits for Interest Sensitive Life
        Insurance Products and Investment Contracts ("Interest Sensitive
        Policies")
        Interest sensitive policies are issued on a periodic and single premium
        basis. Amounts collected are credited to policyholder account balances.
        Revenues from interest sensitive policies consist of charges assessed
        against policyholder account balances for the cost of insurance, policy
        administration, and surrender charges. Revenues also include investment
        income related to the investments that support the policyholder account
        balances. Policy benefits and claims that are charged to expense include
        benefits incurred in the period in excess of related policyholder
        account balances. Benefits also include interest and fixed index amounts
        credited to the account balances.

        Policyholder reserves for universal life and other interest sensitive
        life insurance and investment contracts, reported in the consolidated
        balance sheets as policyholder account balances of $23,244,885 and
        $21,648,394 at December 31, 2009 and 2008, respectively, are determined
        using the retrospective deposit method. Policy reserves consist of the
        policyholder deposits and credited interest and fixed index credits less
        withdrawals and charges for mortality, administrative, and policy
        expenses. Interest crediting rates ranged primarily from 2.00% to 7.50%
        in 2009 and 2008. For certain contracts, these crediting rates extend
        for periods in excess of one year.

        Accounting for Derivative Instruments
        Guidance issued by the FASB requires that all derivatives be carried on
        the consolidated balance sheets at fair value, with certain changes in
        fair value reflected in other comprehensive income (loss) in the
        consolidated statements of stockholder's equity (for those derivatives
        designated as effective "cash flow hedges") while other changes in
        derivative fair value are reflected as net gains (losses) on derivatives
        in the consolidated statements of income. The changes in fair value of
        derivatives designated as effective fair value hedges and the changes in
        fair value of the hedged fixed income securities are reported as a
        component of net gains (losses) on derivatives. For derivatives not
        designated as effective hedges, the change in fair value is recognized
        as a component of net gains (losses) on derivatives in the period of
        change.


        The Company uses derivatives to manage its fixed indexed and policy
        obligation interest guarantees and interest rate risks applicable to its
        investments. To mitigate these risks, the Company enters interest rate
        swap agreements and futures contracts and purchases equity indexed
        options. The interest rate swaps are accounted for as either effective
        cash flow hedges, effective fair value hedges or as non-hedge
        derivatives. To qualify for hedge accounting, the Company is required to
        formally document the hedging relationship at the inception of each
        derivative transaction. This documentation includes the specific
        derivative instrument, risk management objective, hedging strategy,
        identification of the hedged item, specific risk being hedged and how
        effectiveness will be assessed. To be considered an effective hedge, the
        derivative must be highly effective in offsetting the variability of the
        cash flows or the changes in fair value of the hedged item.
        Effectiveness is evaluated on a retrospective and prospective basis.


        The Company has fixed indexed universal life and annuity products that
        have a guaranteed base return and a higher potential return tied to
        several major equity market indexes. In order to fund these benefits,
        the Company purchases over-the-counter index ("call") options and enters
        exchange listed futures contracts that compensate the Company for any
        appreciation over the strike price and substantively offsets the
        corresponding increase in the policyholder obligation. The futures
        contracts are adjusted to market value each day, which mark-to-market is
        settled in cash daily through the Company's variation margin accounts
        maintained with the counterparty. Gains (losses) during the time a
        futures contract is outstanding are reported as gains (losses) on
        derivatives. The Company amortizes the cost of the indexed options
        against investment income over the term of the option, which is
        typically one year. In accordance with FASB guidance, the Company
        adjusts the carrying value of the options from amortized cost to fair
        value with any change reflected as net gains (losses) on derivatives in
        the consolidated statements of income. When the option matures, any
        value received by the Company is reflected as investment income offset
        by the amount credited to the policyholder.


        The Company follows authoritative guidance for determining when certain
        reinsurance arrangements and debt instruments contain embedded
        derivatives requiring bifurcation due to the incorporation of credit
        risk exposures that are not clearly and closely related to the
        creditworthiness of the obligor. This guidance impacts two large
        coinsurance with funds withheld agreements with an outside reinsurance
        company applicable to specified annuity policies issued by the Company.


        The agreements between the Company and its derivatives counterparties
        require the posting of collateral when the market value of the
        derivative instruments exceeds the cost of the instruments. Collateral
        posted by counterparties is reported in the consolidated balance sheets
        in short-term investments with a corresponding liability reported in
        repurchase agreements, other borrowings and collateral on derivatives.
        Collateral posted by the Company is reported in the consolidated balance
        sheets as other receivables.


        The Company applies the authoritative guidance for accounting for
        certain hybrid financial instruments. This guidance permits fair value
        measurement for any hybrid financial instrument that contains an
        embedded derivative that otherwise would require bifurcation. See Note 5
        for additional discussion of the impact of the fair value guidance.


        Repurchase Agreements
        As part of its investment strategy, the Company enters into reverse
        repurchase agreements to increase the Company's investment return. The
        Company accounts for these transactions as secured borrowings, where the
        amount borrowed is tied to the market value of the underlying collateral
        securities. Reverse repurchase agreements involve a sale of securities
        and an agreement to repurchase the same securities at a later date at an
        agreed-upon price. As of December 31, 2009 and 2008, there were
        $2,424,585 and $2,683,285, respectively, of such agreements outstanding.
        The collateral for these agreements is held in fixed maturities in the
        consolidated balance sheets.


        Deferred Policy Acquisition Costs ("DAC")
        Policy acquisition costs that vary with, and are primarily related to
        the production of new business, are deferred into the DAC asset to the
        extent that such costs are deemed recoverable from future profits. Such
        costs include commissions, marketing, policy issuance, underwriting, and
        certain variable agency expenses. For traditional insurance policies,
        such costs are amortized over the estimated premium paying period of the
        related policies in proportion to the ratio of the annual premium
        revenues to the total anticipated premium revenues. For interest
        sensitive policies, these costs are amortized over the lives of the
        policies in relation to the present value of actual and estimated gross
        profits, subject to regular evaluation and retroactive revision to
        reflect actual emerging experience. Recoverability of DAC is evaluated
        on an annual basis by comparing the current estimate of future profits
        to the unamortized asset balance.


        Deferred Sales Inducements ("DSI")
        The Company defers certain sales inducement costs into a DSI asset.
        Sales inducements consist of premium bonuses and bonus interest on the
        Company's life and annuity products. The Company accounts and reports
        for certain sales inducements whereby capitalized costs are reported
        separately in the consolidated balance sheets and the amortization of
        the capitalized sales inducements is reported as a separate component of
        insurance benefits in the consolidated statements of income in
        accordance with authoritative guidance.


        To the extent that unrealized investment gains or losses on
        available-for-sale securities would result in an adjustment to the
        amortization pattern of DAC and DSI had those gains or losses actually
        been realized, the adjustments are recorded directly to stockholder's
        equity through other comprehensive income (loss) as an offset to the
        unrealized investment gains or losses on available-for-sale securities.


        Present Value of Future Profits of Acquired Businesses ("PVFP")
        The PVFP represents the portion of the purchase price of blocks of
        businesses that was allocated to the future profits attributable to the
        insurance in force at the dates of acquisition. The PVFP is amortized in
        relationship to the actual and expected emergence of such future
        profits. Based on current conditions and assumptions as to future
        events, the Company expects to amortize $2,733, $1,715, $1,312, $1,238,
        and $1,167 of the existing PVFP over the next five years.


        Retrospective adjustments of these amounts are made periodically upon
        revision of estimates of current or future gross profits on universal
        life-type products to be realized from a group of policies.
        Recoverability of the PVFP is evaluated periodically by comparing the
        current estimate of future profits to the unamortized asset balance.


        Policy Claims and Benefits Payable
        The liability for policy claims and benefits payable includes provisions
        for reported claims and estimates for claims incurred but not reported,
        based on the terms of the related policies and contracts and on prior
        experience. Claim liabilities are based on estimates and are subject to
        future charges in claim severity and frequency. Estimates are
        periodically reviewed and adjustments are reflected in current
        operations.


        Variable Life and Annuity Products
        The separate accounts held by the Company are funds on which investment
        income and gains or losses accrue directly to certain policyholders. The
        assets of these accounts are legally separated and are not subject to
        the claims that may arise out of any other business of the Company. The
        Company reports its separate account assets at market value; the
        underlying investment risks are assumed by the contractholders. The
        Company records the related liabilities at amounts equal to the market
        value of the underlying assets. The Company reflects these assets and
        liabilities in the separate account assets and liabilities lines in the
        consolidated balance sheets. The Company reports the fees earned for
        administrative and contractholder services performed for the separate
        accounts as other income in the consolidated statements of income.


        Dividends and Distributions
        Payment of dividends or other distributions are limited by statute,
        which is generally limited to the greater of the insurance company's
        statutory net income or 10% of the insurance company's statutory
        surplus.


        Federal Income Taxes
        The Company is a member of SEI's consolidated United States federal
        income tax group. The policy for intercompany allocation of federal
        income taxes provides that the Company compute the provision for federal
        income taxes on a separate return basis. The Company makes payment to,
        or receives payment from, SEI in the amount they would have paid to, or
        received from, the Internal Revenue Service had they not been members of
        the consolidated tax group. The separate Company provisions and payments
        are computed using the tax elections made by SEI.


        Deferred tax liabilities and assets are recognized based upon the
        difference between the financial statement and tax bases of assets and
        liabilities using enacted tax rates in effect for the year in which the
        differences are expected to reverse.


        Comprehensive Income
        The Company follows the reporting concept of "Comprehensive Income"
        which requires the reporting of comprehensive income in addition to net
        income. Comprehensive income is a more inclusive financial reporting
        methodology that includes disclosure of certain financial information
        that historically has not been recognized in the calculation of net
        income. Comprehensive income for the Company includes net income and
        other comprehensive income, which includes unrealized investment gains
        (losses) on available-for-sale securities, non-credit portion of OTTI,
        and interest rate swaps accounted for as cash flow hedges net of related
        adjustments to deferred policy acquisition costs, deferred sales
        inducements, and deferred income taxes and additional pension and
        post-retirement benefit liabilities.


        Reclassification
        Certain items in the 2008 and 2007 financial statements have been
        reclassified to conform to the 2009 presentation.


2.      Recently Issued Accounting Standards


        Fair Value Measurements
        The Company adopted FASB guidance that defined fair value and
        established a framework for measuring fair value on January 1, 2008. In
        September 2008, additional fair value guidance was issued and provides
        guidance for determining fair value of a financial asset when the market
        for that financial asset is not active. The adoption of this guidance
        primarily resulted in a change prospectively beginning on January 1,
        2008 in the discount rates used in the calculation of the fair values of
        the embedded derivative component of the Company's policy benefit
        reserves from risk-free interest rates to interest rates that include
        non-performance risk related to those liabilities. This change also
        impacted the calculation of the embedded derivatives contained in the
        Company's coinsurance with funds withheld reinsurance agreements. The
        adoption of the fair value guidance resulted in a net loss due to the
        change in the fair value of the embedded options related to policyholder
        obligations and change in fair value of the embedded derivatives on
        January 1, 2008 of $216,999. See Note 3 for additional discussion of the
        impact of the fair value guidance. The net loss impact of this change
        net of related adjustments in amortization of deferred policy
        acquisition costs and deferred sales inducements and income taxes was
        $47,644.

        In April 2009, the FASB issued additional guidance related to estimating
        fair value when the volume and level of activity for the asset or
        liability have significantly decreased in relation to normal market
        activity for the asset or liability and clarifies that the use of
        multiple valuation techniques may be appropriate. The guidance also
        provides guidance on identifying transactions that are not orderly. In
        addition it requires additional disclosures about fair value
        measurements. The Company adopted this guidance for the year ended
        December 31, 2009. There was no material effect on the consolidated
        financial statements but the guidance did increase disclosure
        requirements about fair value measurements (refer to Note 3).

        In August 2009, the FASB issued further guidance on fair value
        measurements and disclosures related to measuring liabilities at fair
        value. This guidance provides clarification that in circumstances in
        which a quoted price in an active market for the identical liability is
        not available, a reporting entity is required to measure fair value
        using one or more of the following techniques: (1) a valuation technique
        that uses the quoted price of the identical liability when traded as an
        asset and/or quoted prices for similar liabilities when traded as
        assets, (2) another valuation technique that is consistent with the
        principles of fair value measurement guidance. The Company adopted the
        guidance for the year ended December 31, 2009. The new guidance did not
        have a material effect on the consolidated financial statements.

        In September 2009, the FASB issued new guidance for the fair value
        measurement of investments in certain entities that calculate net asset
        value per share (or its equivalent). The guidance permits the use of a
        practical expedient when determining the net asset value. If the
        practical expedient is used, increased disclosures are required. The
        Company adopted the guidance effective for the year ended December 31,
        2009. The new guidance did not have a material effect on our
        consolidated financial statements but it did increase our disclosures
        about fair value measurement.

        In January 2010, the FASB issued additional guidance on disclosures for
        fair value measurements. The new disclosures include gross presentation
        of activities within the Level 3 roll forward, adds a new requirement to
        disclose transfers in and out of Level 1 and 2 measurements, and
        clarifies two existing disclosure requirements related to the level of
        disaggregation of fair value measurements and disclosures regarding
        inputs and valuation techniques. This guidance is effective for fiscal
        years beginning after December 15, 2009, except for the gross
        presentation of the Level 3 roll forward information which is effective
        for fiscal years beginning after December 15, 2010. The Company believes
        the guidance will not have a material impact on the consolidated
        financial statements, but will increase the disclosures about fair
        value.

        Business Combinations
        In December 2007, the FASB issued updated guidance related to business
        combinations. This standard revises previously issued authoritative
        guidance and will change how companies account for business
        acquisitions. The new standard applies greater use of fair values to
        acquired assets and liabilities and will introduce more volatility into
        earnings subsequent to acquisitions. The Company adopted the guidance
        effective January 1, 2009 and will apply it to subsequent acquisitions.

        Noncontrolling Interests
        In 2009 the Company adopted revised guidance on accounting and reporting
        for noncontrolling interest in consolidated financial statements. The
        authoritative guidance changes the accounting and reporting for minority
        interests, which will now be characterized as noncontrolling interests.
        Upon adoption, noncontrolling interests will be classified as a
        component of stockholder's equity whereas prior to the new guidance
        minority interests were classified as a liability. The initial reported
        value of noncontrolling interests will be at fair value. According to
        this guidance net income includes the total income of all consolidated
        subsidiaries with separate disclosures on the face of the income
        statement of the income attributable to controlling and noncontrolling
        interests. Previously, net income attributable to the noncontrolling
        interest was reported as an operating expense in arriving at
        consolidated net income. The guidance also amends the accounting
        requirements for changes in a parent's ownership interest when the
        parent retains control and for changes in a parent's ownership interest
        that results in deconsolidation. The Company adopted the guidance as
        required for the year ended December 31, 2009 and the presentation and
        disclosure requirements have been applied retrospectively for the
        periods presented (refer to Note 6).

        In January 2010, the FASB issued guidance on accounting and reporting
        for decreases in ownership of a subsidiary. The guidance clarifies the
        scope of the decrease in ownership provisions to include a business or
        nonprofit activity as well as an entity that exchanges a group of assets
        that constitutes a business or nonprofit activity for an equity interest
        in another entity. The guidance also improves the disclosures for fair
        value measurements relating to retained investments in a deconsolidated
        subsidiary or a preexisting interest held by an acquirer in a business
        combination. This guidance is effective beginning in the period that an
        entity adopts the previous noncontrolling interest guidance which is the
        year ended December 31, 2009 for the Company.

        Derivative Instrument Disclosures
        In March 2008, the FASB issued authoritative guidance amending and
        expanding the disclosures previously required about derivative
        instruments and hedging activities The guidance requires disclosures
        that enhances understanding of 1) how and why an entity uses derivative
        instruments, 2) how derivatives and related hedged items are accounted
        for and 3) how derivative instruments affect an entity's financial
        position, results of operations and its cash flows. The Company adopted
        the guidance effective January 1, 2009 (refer to Note 5).


        Pension and post-retirement plan assets
        In December 2008, revised guidance was issued related to employer's
        disclosures about post-retirement benefit plan assets which provides
        guidance on an employer's disclosures about plan assets of a defined
        benefit pension or other post-retirement plan. This guidance was adopted
        for fiscal year 2009 as required and the expanded disclosures are
        included in Note 15.

        Other-Than-Temporary Impairments
        In April 2009, the FASB issued amended guidance on the recognition and
        presentation of an other-than-temporary impairment ("OTTI") and required
        additional disclosures. The recognition provisions apply only to debt
        securities classified as available-for-sale and held-to-maturity. The
        presentation and disclosure requirements apply to both debt and equity
        securities. An impaired debt security will be considered OTTI if a
        holder has the intent to sell, or it more likely than not will be
        required to sell prior to recovery of the amortized cost. If a holder of
        a debt security does not expect recovery of the entire cost basis, even
        if there is no intention to sell the security, it will be considered an
        OTTI as well. In addition, the guidance changes how an entity recognizes
        an OTTI for a debt security by separating the loss between the amount
        representing the credit loss and the amount relating to other factors,
        if a holder does not have the intent to sell or it more likely than not
        will be required to sell prior to recovery of the amortized cost less
        any current period credit loss. Credit losses will be recognized in net
        income and losses relating to other factors will be recognized in other
        comprehensive income ("OCI"). If the holder has the intent to sell or it
        more likely than not will be required to sell before its recovery of
        amortized cost less any current period credit loss, the entire OTTI will
        continue to be recognized in net income. The adoption of the guidance
        requires a cumulative effect adjustment to the opening balance of
        retained earnings in the period of adoption with a corresponding
        adjustment to accumulated OCI. The Company adopted the guidance as
        required on January 1, 2009 and reclassified $7,050 from retained
        earnings to accumulated OCI and included the additional disclosures as
        required (refer to Note 1).


        Subsequent Events
        In May 2009, the FASB issued guidance related to subsequent events. The
        guidance establishes general standards of accounting for and disclosure
        of events that occur after the balance sheet date but before the
        financial statements are issued or are available to be issued. The
        guidance defines the period after the balance sheet date during which
        management of a reporting entity should evaluate events or transactions
        that may occur for potential recognition or disclosure in the financial
        statements, the circumstances under which an entity should recognize
        events or transactions occurring after the balance sheet date in its
        financial statements and the disclosures that an entity should make
        about events or transactions that occurred after the balance sheet date.
        The Company adopted the guidance in 2009 (refer to Note 1).


        Transfers of Financial Assets
        In June 2009, the FASB issued amended guidance on accounting for
        transfers of financial assets. The guidance is designed to improve the
        relevance, representational faithfulness, and comparability of the
        information that a reporting entity provides in its financial reports
        about a transfer of financial assets; the effects of a transfer on its
        financial position, financial performance, and cash flows; and a
        transferor's continuing involvement in transferred financial assets. The
        most significant change is the elimination of the concept of a
        qualifying special-purpose entity. Therefore, formerly qualifying
        special-purpose entities (as defined under previous standards) should be
        evaluated for consolidation by reporting entities on and after the
        effective date in accordance with the applicable consolidation guidance.
        This guidance is effective for fiscal years beginning after November 15,
        2009. The guidance will have an impact on the financial statements of
        the Company for any transfers of financial assets made subsequent to
        December 31, 2009.





        Variable Interest Entities
        In June 2009, the FASB issued amended guidance related to the
        consolidation of variable interest entities ("VIE"). The guidance
        requires an enterprise to perform an analysis to determine whether the
        company's variable interest or interests give it a controlling financial
        interest in a VIE. This analysis identifies the primary beneficiary of a
        VIE as the company that (1) has the power to direct the activities of a
        VIE that most significantly impact the entity's economic performance and
        (2) the obligation to absorb losses of the entity that could potentially
        be significant to the VIE or the right to receive benefits from the
        entity that could potentially be significant to the VIE. The guidance
        requires ongoing reassessments of whether the company is the primary
        beneficiary of a VIE. It also requires enhanced disclosures that will
        provide users of financial statements with more transparent information
        about a company's involvement with the VIE. The enhanced disclosures are
        required for any company that holds a variable interest in a VIE. The
        guidance is effective for fiscal years beginning after November 15,
        2009. The Company will re-evaluate its investments in limited
        partnerships to determine if there are VIE's which would require
        consolidation in accordance with this new guidance for the year ended
        December 31, 2010. The Company does not expect the adoption of this
        guidance to be material to the consolidated financial statements.


3.      Fair Value of Financial Instruments


        The carrying value and estimated fair value of the Company's financial
        instruments are as follows:


                                                          December 31, 2009                        December 31, 2008
                                                  -----------------------------------     ----------------------------------
                                                    Carrying             Estimated         Carrying             Estimated
                                                      Value             Fair Value           Value             Fair Value
Financial assets
    Fixed maturities,
     available-for-sale                             $22,256,805          $22,256,805       $20,400,384          $20,400,384
    Equity securities,
     available-for-sale                                 462,328              462,328           387,086              387,086
    Mortgage loans                                      241,001              207,576           252,485              208,396
    Short-term investments                              353,271              353,271           178,271              178,271
    Derivative instruments                              435,085              435,085           107,416              107,416
    Other invested assets                               337,514              362,471           377,954              371,650
    Reinsurance receivables                               6,676                6,676           (35,680)             (35,680)
    Separate account assets                             934,472              934,472           719,240              719,240
Financial liabilities
    Investment-type insurance contracts              12,808,780           11,444,929        12,572,411           10,986,737
    Repurchase agreements, other borrowings
      and collateral on derivatives                   2,974,315            2,974,315         3,049,335            3,049,335
    Derivative instruments                               51,187               51,187            47,123               47,123


        As discussed in Note 2 above, the FASB guidance on fair value
        measurements defines fair value, establishes a framework for measuring
        fair value and expands the required disclosures about fair value
        measurements. Per the guidance, fair value is based on an exit price,
        which is the price that would be received to sell an asset or paid to
        transfer a liability in an orderly transaction between market
        participants at the measurement date. The fair value guidance also
        establishes a hierarchal disclosure framework which prioritizes and
        ranks the level of market price observability used in measuring
        financial instruments at fair value. Market price observability is
        affected by a number of factors, including the type of instrument and
        the characteristics specific to the instrument. Financial instruments
        with readily available active quoted prices or for which fair value can
        be measured from actively quoted prices generally will have a higher
        degree of market price observability and a lesser degree of judgment
        used in measuring fair value.


        The Company determines the fair value of its investments, in the absence
        of observable market prices, using the valuation methodologies described
        below applied on a consistent basis. For some investments, market
        activity may be minimal or nonexistent and management's determination of
        fair value is then based on the best information available in the
        circumstances and may incorporate management's own assumptions, which
        involves a significant degree of judgment.


        Investments for which market prices are not observable are generally
        private investments, securities valued using non-binding broker quotes
        or securities with very little trading activity. Fair values of private
        investments are determined by reference to public market or private
        transactions or valuations for comparable companies or assets in the
        relevant asset class when such amounts are available. If these are not
        available, a discounted cash flow analysis using interest spreads
        adjusted for the maturity/average life differences may be used. Spread
        adjustments are intended to reflect an illiquidity premium and take into
        account a variety of factors including but not limited to senior
        unsecured versus secured, par amount outstanding, number of holders,
        maturity, average life, composition of lending group, debit rating,
        credit default spreads, default rates and credit spreads applicable to
        the security sector. These valuation methodologies involve a significant
        degree of judgment.


        Financial instruments measured and reported at fair value are classified
        and disclosed in one of the following categories.


        Level 1 - Quoted prices are available in active markets for identical
        financial instruments as of the reporting date. The types of financial
        instruments included in Level 1 are listed equities, mutual funds, money
        market funds and non-interest bearing cash. As required by the fair
        value measurements guidance, the Company does not adjust the quoted
        price for these financial instruments, even in situations where it holds
        a large position and a sale could reasonably impact the quoted price.


        Level 2 - Fair values are based on quoted prices for similar assets or
        liabilities in active and inactive markets. Inactive markets involve few
        transactions for similar assets or liabilities and the prices are not
        current or price quotations vary substantially over time or among market
        makers, which would include some broker quotes. Level 2 inputs also
        include corroborated market data such as interest rate spreads, yield
        curves, volatilities, prepayment speeds, credit risks and default rates.
        Financial instruments that are generally included in this category
        include corporate bonds, asset backed securities, CMOs, short-term
        securities, less liquid and restricted equity securities and
        over-the-counter derivatives.

        Level 3 - Pricing inputs are unobservable for the financial instrument
        and include situations where there is little, if any, market activity
        for the financial instrument. These inputs may reflect the Company's
        estimates of the assumptions that market participants would use in
        valuing the financial instruments. Financial instruments that are
        included in this category generally include private corporate
        securities, collateralized debt obligations and index life and annuity
        embedded derivatives.


        In certain cases, the inputs used to measure fair value may fall into
        different levels of the fair value hierarchy. In such cases, a financial
        instrument's level within the fair value hierarchy is based on the
        lowest level of input that is significant to the fair value measurement.
        The assessment of the significance of a particular input to the fair
        value measurement in its entirety requires judgment and considers
        factors specific to the financial instrument.


        The following tables summarize the valuation of the Company's financial
        instruments presented in the consolidated balance sheets by the fair
        value hierarchy levels defined in the fair value measurements guidance:


                                                                                   December 31, 2009
                                                        -----------------------------------------------------------------------
                                                         Quoted prices      Significant
                                                           In active           other            Significant
                                                          Markets for        observable         unobservable
                                                         identical assets      inputs              inputs
                                                           (Level 1)         (Level 2)           (Level 3)         Total
    Assets
    Fixed maturities - available for sale
    U.S. government and agencies                                 $     -        $ 3,254,711            $     -     $ 3,254,711
    Corporate securities                                               -          6,617,649            754,956       7,372,605
    Residential mortgage-backed securities                             -          1,942,431          1,154,910       3,097,341
    Commercial mortgage-backed securities                              -          1,289,682             65,423       1,355,105
    Asset backed securities                                            -          1,943,826          2,836,787       4,780,613
    Other debt obligations                                             -          2,157,165            239,265       2,396,430
                                                        -----------------  -----------------  -----------------   -------------
    Total fixed maturities - available for sale                        -         17,205,464          5,051,341      22,256,805
    Equity securities - available for sale                             -            437,084             25,244         462,328
    Derivative instruments                                             -            435,085                  -         435,085
    Reinsurance receivables                                            -                  -              6,676           6,676
    Separate account assets                                      934,472                  -                  -         934,472

    Liabilities
    Policyholder account balances - index
          life and annuity embedded derivatives                  $     -           $      -          $  26,158          26,158
    Derivative instruments                                        23,159             28,028            $     -          51,187


                                                                                 December 31, 2008
                                                        -----------------------------------------------------------------------
                                                         Quoted prices      Significant
                                                           In active           other            Significant
                                                          Markets for        observable         unobservable
                                                         identical assets      inputs              inputs
                                                           (Level 1)         (Level 2)           (Level 3)         Total
    Assets
    Fixed maturities - available for sale                        $     -       $ 15,255,917        $ 5,144,467    $ 20,400,384
    Equity securities - available for sale                             -            310,564             76,522         387,086
    Derivative instruments                                         1,602            105,814                  -         107,416
    Reinsurance receivables                                            -                  -            (35,680)        (35,680)
    Separate account assets                                      719,240                  -                  -         719,240

    Liabilities
    Policyholder account balances - index
          life and annuity embedded derivatives                  $     -           $      -         $ (416,478)    $  (416,478)
    Derivative instruments                                             -             47,123                  -          47,123



        Approximately 23% and 25% of the total fixed maturities are included in
        the Level 3 group at December 31, 2009 and 2008, respectively.


        The preceding financial instruments are reported at fair value in the
        consolidated balance sheets. Methods and assumptions used to determine
        the fair values are described in Note 1.



        The following tables summarize the Level 3 fixed maturity and equity
        security investments by valuation methodology as of December 31, 2009
        and 2008:


                                                        ---------------------------------------------------------
                                                                           December 31, 2009
                                                        ---------------------------------------------------------
                                                          Third-party            Priced
                                                            vendors            internally            Total
                                                        ---------------------------------------------------------

    Assets
    U.S. government and agencies                                     $ -                  $ -                $ -
    Corporate securities                                         181,604              573,352            754,956
    Residential mortgage-backed securities                         2,350            1,152,560          1,154,910
    Commercial mortgage-backed securities                         50,965               14,458             65,423
    Asset backed securities                                       96,342            2,740,446          2,836,788
    Other debt obligations                                       118,179              121,085            239,264
                                                        -----------------  -------------------  -----------------
    Total fixed maturities - available for sale                  449,440            4,601,901          5,051,341
    Equity securities - available for sale                             -               25,244             25,244
                                                        -----------------  -------------------  -----------------
    Total                                                      $ 449,440          $ 4,627,145        $ 5,076,585
                                                        -----------------  -------------------  -----------------
    Percent of total                                                  9%                  91%               100%
                                                        -----------------  -------------------  -----------------

                                                                 December 31, 2008
                            ------------------------------------------------------------------------------------------------
                                                                       Mortgage or                              Percent
                                  All                Private           other asset                                 of
                                 Other             Placements        backed securities        Total              Total

Source of valuation
Priced internally                  $  84,124           $  394,259         $ 4,183,371         $ 4,661,754               89%
Third-party vendors                  213,992              229,586             115,657             559,235               11%
                            -----------------   ------------------   -----------------  ------------------   ---------------

Total                             $  298,116           $  623,845         $ 4,299,028         $ 5,220,989              100%
                            -----------------   ------------------   -----------------  ------------------   ---------------



        The changes in financial instruments measured at fair value, excluding
        accrued interest income, for which Level 3 inputs were used to determine
        fair value during 2009 are as follows:


                                                                                                                   Total
                                                                                                               Gains (Losses)
                                                                                                                Included In
                                         Total Realized and Unrealized                                           Net Income
                                               Gains (losses)                                                    Related to
                                         ---------------------------
                           Beginning                   Included in    Purchases,                     Ending     Instruments
                            Balance                       Other      Issuances, and Transfers in    Balance     Still Held at
                            December     Included in   Comprehensive Settlements    and/or out of   December    the Reporting
                            31, 2008      Net Income      Income        (net)       Level 3 (A)     31, 2009        Date
                          ---------------------------------------------------------------------------------------------------

Assets
Fixed maturities -
available for sale
U.S. government
and agencies                     $ 350            $ -           $ -        $ (350)           $ -           $ -           $ -
Corporate                      685,419        (15,881)       63,431        52,719        (30,731)      754,957         1,730
Residential
mortgage-backed
securities                     674,905         37,142       (58,819)     (182,580)             -       470,648        (6,707)
Commercial
mortgage-backed
securities                     779,207        (38,297)       65,224       (45,507)       (10,942)      749,685        (5,165)
Asset-backed
securities                   2,909,773        (50,704)     (272,470)      428,053       (177,866)    2,836,786             -
Other debt
obligations                     94,813         (1,899)       (3,638)      173,809        (23,820)      239,265           261
                          -------------  ------------- ------------- -------------  ------------- ------------- -------------
Total fixed maturities       5,144,467        (69,639)     (206,272)      426,144       (243,359)    5,051,341        (9,881)
Equity securities               76,522        (21,369)       10,890       (15,102)       (25,697)       25,244             -
Reinsurance receivables        (35,680)        42,356             -             -              -         6,676      $ 42,356

Liabilities
Policy account balances -
index life and annuity
embedded derivatives (B)      (416,478)      (442,636)            -             -              -        26,158    $ (442,636)


                                                  Total Realized and Unrealized
                                                         Gains (losses)
                                                --------------------------------
                                  Beginning                       Included in     Purchases,                         Ending
                                   Balance                           Other       Issuances, and    Transfers in      Balance
                                   December      Included in      Comprehensive   Settlements     and/or out of     December
                                   31, 2007      Net Income          Income          (net)         Level 3 (A)      31, 2008
                                -------------------------------------------------------------------------------------------------

Assets
Fixed maturities and
equity securities                  $ 2,194,357       $ (33,948)       $ (33,457)    $ 1,893,605      $ 1,200,432     $ 5,220,989
Reinsurance
receivables (C)                        143,517        (179,197)               -               -                -         (35,680)

Liabilities
Policy account balances -
index life and annuity
embedded
derivatives (B) and (D)              $ (52,798)      $ 363,680              $ -             $ -              $ -      $ (416,478)



        Policy account balances - index life and annuity embedded derivatives
        exclude host accretion and the timing of posting index credits, which
        are included with interest credited to policyholder account balances in
        the consolidated statements of income.


        (A)     Included in the transfers in and/or out line above is $453,447
                and $100,072 of securities that were priced using unobservable
                data at December 31, 2008 and 2007, respectively and were
                transferred to a pricing service that uses observable market
                data in the prices and $184,391 and $1,300,504 of securities
                that were transferred into Level 3 that did not have enough
                observable data to include in Level 2 at December 31, 2009 and
                2008


        (B)     The transfers in and/or out above excludes host accretion and
                the timing of posting index credits, which are included with
                interest credited to policyholder account balances in the
                consolidated statements of income.


        (C)     Includes ($507,619) due to the impact of the adoption of fair
                value guidance and $328,422 due to the change in fair value of
                embedded derivatives.


        (D)     Includes $290,620 due to the impact of the adoption of fair
                value guidance and $73,060 due to the change in fair value of
                embedded derivatives


        The Company adopted the new guidance for the fair value measurement of
        investments in certain entities that calculate net asset value per share
        (or its equivalent) for the year ended December 31, 2009. The new
        guidance permit, as a practical expedient, a reporting entity to measure
        the fair value of an investment on the basis of the net asset value per
        share of the investment (or its equivalent) if the net asset value of
        the investment (or its equivalent) is calculated in a manner consistent
        with the measurement guidance issued by the FASB for investment
        companies as of the reporting entity's measurement date. The following
        table shows the investments which are included in other invested assets
        on the consolidated balance sheet:


                                                                        December 31, 2009
                                                               ---------------------------------------
                                                                   Fair                 Unfunded
                                                                   value              commitments
                                                               ---------------------------------------

Limited partnership interests by underlying investments:
Fixed income                                                          $ 226,862              $ 75,895
Private equity                                                           95,846                19,533
Real estate                                                              39,707                33,976
Other                                                                        56                     -
                                                               -----------------   -------------------

Total                                                                 $ 362,471             $ 129,404
                                                               -----------------   -------------------

        The limited partnership investments are not redeemable at specific time
        periods. The Company receives periodic distributions from these
        investments while maintaining the investment for the long-term.


        The Company has adopted the guidance on fair value option for financial
        assets and financial liabilities. This guidance allows the Company to
        elect to fair value certain financial assets and financial liabilities.
        The election is irrevocable and is made contract by contract. The
        Company has not elected to utilize fair value option for any of its
        eligible financial assets or financial liabilities.




4.      Investments and Investment Income


        Fixed Maturities and Equity Security Investments
        The amortized cost, estimated fair value, gross unrealized gains and
        gross unrealized losses of fixed maturities and equity securities
        classified as available-for-sale at December 31, 2009 and 2008 are as
        follows:


                                                                     December 31, 2009
                                          ----------------------------------------------------------------------
                                                                 Gross            Gross           Estimated
                                             Amortized         Unrealized       Unrealized           Fair
                                                Cost             Gains            Losses            Value
Fixed maturities
    U.S. government and agencies               $ 3,516,095         $ 20,070        $ 281,455        $ 3,254,710
    Corporate securities                         7,707,269          308,254          642,916          7,372,607
    Residential mortgage-backed
      securities                                 2,990,682          180,952           74,293          3,097,341
    Commerical mortgage-backed
      securities                                 1,758,406           17,680          420,981          1,355,105
    Asset backed securities                      4,958,375          118,026          295,788          4,780,613
    Other debt securities                        2,477,201           32,623          113,395          2,396,429
                                          -----------------  ---------------  ---------------  -----------------
        Total fixed maturities                  23,408,028          677,605        1,828,828         22,256,805
Equity securities                                  468,575           17,928           24,175            462,328
                                          -----------------  ---------------  ---------------  -----------------
        Total available-for-sale               $23,876,603        $ 695,533       $1,853,003        $22,719,133
                                          -----------------  ---------------  ---------------  -----------------



                                                                    December 31, 2008
                                          ----------------------------------------------------------------------
                                                                 Gross            Gross           Estimated
                                             Amortized         Unrealized       Unrealized           Fair
                                                Cost             Gains            Losses            Value
Fixed maturities
    U.S. Treasury and other U.S.
     Government corporations
     and agencies                              $ 3,937,261        $ 206,003         $ 57,411        $ 4,085,853
    Corporate securities                         8,244,486          111,253        1,489,118          6,866,621
    Mortgage-backed securities                  10,045,328          437,696        1,141,374          9,341,650
    Other debt securities                          115,050            1,254           10,044            106,260
                                          -----------------  ---------------  ---------------  -----------------
             Total fixed maturities             22,342,125          756,206        2,697,947         20,400,384
Equity securities                                  487,089            7,640          107,643            387,086
                                          -----------------  ---------------  ---------------  -----------------
             Total available-for-
              sale                             $22,829,214        $ 763,846       $2,805,590        $20,787,470
                                          -----------------  ---------------  ---------------  -----------------



        The following table shows the Company's gross unrealized losses and fair
        value on its available-for-sale securities, aggregated by investment
        category and length of time that individual securities have been in a
        continuous unrealized loss position.


                                                                 December 31, 2009
                           ----------------------------------------------------------------------------------------
                               Less than 12 months           12 months or more                   Total
                           ----------------------------  ---------------------------   ----------------------------
                               Fair        Unrealized        Fair       Unrealized         Fair        Unrealized
                              Value          Losses         Value         Losses          Value          Losses

Fixed maturities
   U.S. government and
     agencies                 1,944,502        140,052        463,671       141,403     $ 2,408,173      $ 281,455
   Corporate securities         609,100         34,394      3,221,176       608,522       3,830,276        642,916
   Residential mortgage-
     backed securities          371,533         50,065        189,245        24,228         560,778         74,293
   Commercial mortgage-
     backed securities           31,679          2,428      1,150,235       418,553       1,181,914        420,981
   Asset backed securities    1,442,584         54,538      1,260,694       241,250       2,703,278        295,788
   Other debt securities      1,205,209         47,817        524,237        65,578       1,729,446        113,395
                           -------------   ------------  -------------  ------------   -------------   ------------
          Total fixed
           maturities         5,604,607        329,294      6,809,258     1,499,534      12,413,865      1,828,828
Equity securities                25,775            213        189,218        23,962         214,993         24,175
                           -------------   ------------  -------------  ------------   -------------   ------------
          Total available-
           for-sale          $5,630,382      $ 329,507     $6,998,476   $ 1,523,496    $ 12,628,858    $ 1,853,003
                           -------------   ------------  -------------  ------------   -------------   ------------



                                                                December 31, 2008
                           ----------------------------------------------------------------------------------------
                               Less than 12 months           12 months or more                   Total
                           ----------------------------  ---------------------------   ----------------------------
                               Fair        Unrealized        Fair       Unrealized         Fair        Unrealized
                              Value          Losses         Value         Losses          Value          Losses

Fixed maturities
   US Treasury and other
    U.S. Government
    corporations and
    agencies                  $ 616,507      $  28,103      $ 294,690     $  29,308      $  911,197      $  57,411
   Corporate securities       2,113,083        474,514      3,209,972     1,014,604       5,323,055      1,489,118
   Mortgage-backed
    securities                1,994,476        323,106      1,618,594       818,268       3,613,070      1,141,374
   Other debt securities         37,566          2,589         42,214         7,455          79,780         10,044
                           -------------   ------------  -------------  ------------   -------------   ------------
          Total fixed
           maturities         4,761,632        828,312      5,165,470     1,869,635       9,927,102      2,697,947
Equity securities                52,359          9,190        189,218        98,453         241,577        107,643
                           -------------   ------------  -------------  ------------   -------------   ------------
          Total available-
           for-sale          $4,813,991      $ 837,502     $5,354,688   $ 1,968,088    $ 10,168,679    $ 2,805,590
                           -------------   ------------  -------------  ------------   -------------   ------------



        At December 31, 2009, the Company held approximately 4,749 positions in
        fixed income and equity securities. The above table, as of December 31,
        2009 includes 960 securities of 661 issuers. Approximately 79% of the
        unrealized losses on fixed maturities at December 31, 2009 were
        securities rated investment grade. Investment grade securities are
        defined as those securities rated AAA through BBB- by Standard & Poors.
        Approximately 21% of the unrealized losses on fixed maturities at
        December 31, 2009 were on securities rated below investment grade.
        Equity securities in the above table consist primarily of non-redeemable
        preferred stocks. These securities are reviewed for impairment in the
        same manner as the fixed income securities. At December 31, 2009, fixed
        income and equity securities in an unrealized loss position had fair
        value equal to approximately 87% of amortized cost. The following
        summarizes the unrealized losses by investment category as of December
        31, 2009.


        U.S Government and agencies: The unrealized losses on U. S Government
        and agencies are primarily due to the increases in market interest rates
        since the securities in an unrealized loss position were purchased by
        the Company. The Company does not intend to sell or believe it will be
        required to sell these securities prior to recovery of each security's
        amortized cost, therefore the securities in these categories are not
        considered other-than-temporarily impaired at December 31, 2009.


        Corporate: The largest unrealized losses in this category are in the
        financial services sector, primarily commercial banking. The unrealized
        losses in the banking sector are primarily due to a decrease in market
        liquidity, concerns regarding possible takeover of banking institutions
        by government agencies and concerns regarding the underlying credit
        quality of subprime mortgage loans and other commercial loans. These
        concerns are impacting foreign banks and large U.S national and regional
        banks. Other industry sectors with large unrealized losses include
        hospitality, gaming and insurance. The Company reviews its security
        positions with unrealized losses on an on-going basis and recognizes
        other-than-temporary impairments if evidence indicates a loss will be
        incurred. In all other cases, if the Company does not intend to sell or
        believe it will be required to sell these securities before recovery of
        each security's amortized cost, the security is not considered to be
        other-than-temporarily impaired.


        Residential mortgage-backed securities ("RMBS"): The unrealized losses
        on RMBS are concentrated in the non-agency sector and are primarily due
        to concerns regarding mortgage defaults on Alt-A and other risky
        mortgages. These concerns result in some illiquidity in the market and
        spread widening on those securities that are being traded. During 2009,
        there was an insignificant amount of new non-agency RMBS issuance and
        the secondary market for these securities was inactive. This illiquidity
        contributed to the depressed fair values of non-agency RMBS. The Company
        performs various stress tests on the cash flow projections for these
        securities and in situations where it is determined the projected cash
        flows cannot support the contractual amounts due the Company, an
        other-than-temporary impairment is recognized. In situations where the
        projected cash flows indicate the Company will receive the amounts it is
        contractually due and the Company does not intend or believe it will be
        required to sell these securities before recovery of its amortized cost,
        an other-than-temporary impairment is not recognized.


        Commercial mortgage-backed securities ("CMBS"): A substantial amount of
        the Company's unrealized losses at December 31, 2009 were in CMBS and
        are primarily attributable to illiquidity in that sector and concerns
        regarding the potential for future commercial mortgage defaults. There
        was very little trading occurring in the CMBS market during 2008 and
        2009 due to the wide spreads embedded in the bid prices and a lack of
        security holders willing to sell at these price levels. In addition,
        several market makers pulled back from trading these securities in 2008
        and 2009. The market activity has marginally improved for CMBS towards
        the end of 2009. The Company has reviewed payment performance,
        delinquency rates, credit enhancements within the security structures
        and monitored the credit ratings of all its CMBS holdings. The Company
        did recognize other-than-temporary impairments on CMBS during 2009 in
        situations where the projected cash flows indicated the Company would
        not receive all amounts contractually due from the securities. The
        Company has performed cash flow projection analyses on all of its other
        CMBS and in those situations where it appears the Company will receive
        all amounts contractually due and it does not intend or believe it will
        be required to sell these securities prior to recovery of amortized
        cost, an other-than-temporary impairment is not recognized.


        Asset-backed securities ("ABS"): The unrealized losses in the ABS
        category are primarily related to securities collateralized by home
        equity loans, automobile loans and other consumer finance loans. The
        unrealized losses are due to concerns regarding actual defaults by
        borrowers within the collateral pools. The Company stress tests the
        projected cash flows of its ABS and recognizes other-than-temporary
        impairments in situations where the testing indicates the Company will
        not receive all amounts contractually due from the securities. In those
        situations where it appears the Company will receive all amounts
        contractually due and it does not intend or believe it will be required
        to sell these securities prior to recovery of amortized cost, an
        other-than-temporary impairment is not recognized.


        Other debt obligations: This category primarily consists of municipal
        bonds, school district tax credit bonds and credit tenant loans. The
        unrealized losses in this category are the result of widening spreads in
        the municipal and tax credit bond markets. In addition, unrealized
        losses related to credit tenant loans are the result of concerns
        regarding the credit worthiness of the building tenants and illiquidity
        in this market sector. The Company monitors the creditworthiness of the
        obligors and recognizes other-than-temporary impairments in situations
        where it is determined the Company will not receive all amounts
        contractually due from the securities. In those situations where it
        appears the Company will receive all amounts contractually due and it
        does not intend or believe it will be required to sell these securities
        prior to recovery of amortized cost, an other-than-temporary impairment
        is not recognized.


        Equity securities: This category primarily consists of non-redeemable
        preferred stocks in the financial services sector. The unrealized losses
        are the result of concerns regarding the quality of the underlying
        assets within the financial institutions, primarily banking
        institutions. The Company has recognized other-than-temporary
        impairments in situations where the Company has determined it will not
        receive all amounts contractually due. In other situations the Company
        has determined it does not intend or believe it will be required to sell
        these securities prior to recovery of amortized cost and an
        other-than-temporary impairment has not been recognized.


        As a result of the Company's review of other-than-temporary impairments
        of investment securities, the Company took write-downs during 2009, 2008
        and 2007 as summarized in the following table:


                                                                      2009          2008          2007
General Description
Corporate securities                                                 $ 28,220      $ 51,853        $4,283
Residential mortgage-backed securities                                  3,986             -             -
Commercial mortgage-backed securities                                  37,570        11,142             -
Asset-backed securities                                                   165        16,176         2,506
Preferred stock                                                             -         8,233             -
Commercial mortgage loans                                               1,530             -           605
                                                                   -----------   -----------   -----------

Net impairment loss recognized in earnings                           $ 71,471      $ 87,404        $7,394
                                                                   -----------   -----------   -----------



                                                                      2009
General Description
Residential mortgage-backed securities                                     56
Commercial mortgage-backed securities                                   6,756
Asset-backed securities                                                 6,008
                                                                   -----------

Total OTTI losses in accumulated OCI                                 $ 12,820
                                                                   -----------


        The following chart is a rollforward of credit losses for the year ended
        December 31, 2009 on debt securities held by the Company for which a
        portion of an other-than-temporary impairment was recognized in other
        comprehensive income (loss):


                                                                      2009
                                                                   -----------
Balance, January 1, 2009                                              $ 1,237
Additions for newly impaired securities                                52,208
Additions for previously impaired securities                            1,417
Reductions for impaired securities sold                               (25,226)
                                                                   -----------

Balance, December 31, 2009                                           $ 29,636
                                                                   -----------


        The amortized cost and estimated fair value of available-for-sale fixed
        maturities at December 31, 2009 and 2008, by contractual maturity, are
        shown below. Expected maturities will differ from contractual maturities
        because borrowers may have the right to call or prepay obligations with
        or without call or prepayment penalties.



                                                                   2009                                   2008
                                                   -------------------------------------  ------------------------------------
                                                      Amortized           Estimated          Amortized          Estimated
                                                         Cost            Fair Value             Cost            Fair Value

Due in one year or less                                   $  98,940           $  94,482         $  118,375         $  110,912
Due after one year through five years                     1,591,569           1,570,708          1,452,782          1,261,673
Due after five years through ten years                    3,247,617           3,309,331          3,043,991          2,480,291
Due after ten years                                       9,523,683           8,747,613          7,681,649          7,205,858
Securities not due at a single maturity date
  (primarily mortgage-backed securities)                  8,946,219           8,534,671         10,045,328          9,341,650
                                                   -----------------  ------------------  -----------------  -----------------
             Total fixed maturities                     $23,408,028         $22,256,805        $22,342,125        $20,400,384
                                                   -----------------  ------------------  -----------------  -----------------



        Midland National is a member of the Federal Home Loan Bank of Des Moines
        ("FHLB"). In order to maintain its membership, the Company was required
        to purchase FHLB equity securities that collectively total $25,619 as of
        December 31, 2009 and 2008. These securities are included in equity
        securities and are carried at cost which approximates fair value. Resale
        of these securities is restricted only to FHLB. As a member of FHLB, the
        Company can borrow money, provided that FHLB's collateral and stock
        ownership requirements are met. The maximum amount a member can borrow
        is twenty times its FHLB investment. The interest rate and repayment
        terms differ depending on the type of advance and the term selected. At
        December 31, 2009 and 2008, the Company had an outstanding advance of
        $349,870 from FHLB (see Note 7).


        Investment Income and Investment Gains (Losses) Major categories of
        investment income reflected in the consolidated statements of income are
        summarized as follows:


                                                              2009              2008               2007

Gross investment income
    Fixed maturities                                       $1,134,910        $1,090,408         $ 980,599
    Equity securities                                          24,005            21,087            30,345
    Mortgage loans                                             13,591            17,853            18,370
    Policy loans                                               21,830            22,155            21,333
    Short-term investments                                      1,269            11,356            23,435
    Derivative instruments                                    (70,064)          (93,490)          118,670
    Other invested assets                                     (26,654)           12,281            74,583
                                                      ----------------  ----------------   ---------------
             Total gross investment income                  1,098,887         1,081,650         1,267,335
Less:  Investment expenses                                     39,279           115,210           131,697
                                                      ----------------  ----------------   ---------------
             Net investment income                         $1,059,608         $ 966,440        $1,135,638
                                                      ----------------  ----------------   ---------------


        Investment expenses primarily consist of investment advisor fees,
        interest expense on securities lending, interest on FHLB advances and
        interest related to derivative collateral liabilities.


        The major categories of realized investment gains (losses) reflected in
        the consolidated statements of income are summarized as follows:



                                                               2009              2008               2007

Fixed maturities                                             $ 176,244         $ 134,848         $  88,216
Equity securities                                              (19,902)          (17,472)          (10,195)
Mortgage loans                                                    (600)                -                45
Short-term investments                                            (915)              399             1,265
                                                       ----------------  ----------------   ---------------
             Net investment gains (losses)                   $ 154,827         $ 117,775         $  79,331
                                                       ----------------  ----------------   ---------------



        Included in realized investment gains (losses) on the fixed maturities
        in 2009, 2008 and 2007 are gains of $1,408, $6,771 and $1,560,
        respectively, related to recoveries from Enron, Inc. and WorldCom, Inc.
        The Company sold its investments in Enron, Inc. and WorldCom, Inc. in
        2001 and 2002 and recorded pre-tax losses of $45,951. The recoveries,
        which cumulatively total $18,886, are the result of a federal securities
        law class actions brought on behalf of Enron, Inc. and WorldCom, Inc.
        securities purchasers against various parties involved with Enron, Inc.
        and WorldCom, Inc.


        Proceeds from the sale of available-for-sale securities and the gross
        realized gains and losses on these sales (prior to gains (losses) ceded
        and excluding other-than-temporary impairments, maturities, calls, and
        prepayments) during 2009, 2008 and 2007 were as follows:


                                        2009                         2008                        2007
                          ------------------------------  -------------------------- ---------------------------
                               Fixed          Equity         Fixed        Equity         Fixed        Equity
                             Maturities     Securities    Maturities    Securities    Maturities    Securities

Proceeds from sales        $  6,155,856    $ 100,281     $ 7,203,254     $ 138,230    $ 8,029,528    $ 583,672
Gross realized gains            377,031        6,219         200,056         1,014         54,114        5,334
Gross realized (losses)        (215,126)     (26,122)        (68,395)      (18,485)       (54,065)     (15,325)



        Credit Risk Concentration
        The Company generally strives to maintain a diversified invested assets
        portfolio. Other than investments in U.S. Government or U.S. Government
        Agency or Authority, the Company had no investments which exceeded 10%
        of the Company's stockholder's equity at December 31, 2009.


        Other
        At December 31, 2009 and 2008, securities with reported values of $3,632
        and $3,756, respectively, were on deposit with regulatory authorities as
        required by law. These consist of fixed maturity securities reported in
        the consolidated balance sheets at fair value and have an amortized cost
        of $3,304 and $3,338, respectively.


        During 2009, the Company completed a re-securitization transaction by
        transferring non-agency RMBS securities with a book value of $309,888 to
        a special interest entity, which then transferred the securities to a
        non-affiliated Trust. The cash flows from the transferred securities
        will be used to service re-tranched and re-rated securities issued by
        the Trust. Upon completion of the re-securitization, the previous
        carrying amount of the transferred securities was allocated to the
        securities issued by the Trust. The Trust sold re-issued securities with
        an allocated book value of $77,553 to unaffiliated third parties for
        cash proceeds of $62,469. These proceeds were transferred to the Company
        along with the beneficial interests in the remaining re-securitized
        securities. The Company recognized a loss of $15,084 related to this
        transaction. The beneficial interests in the remaining securities issued
        by the Trust have been retained by the Company and have a carrying value
        equal to the prior carrying value of the transferred securities less the
        carrying value allocated to the re-securitized securities sold.



5.      Derivative Instruments and Hedging Activities

        The following table presents the notional amounts and fair value of
        derivative instruments:

                                                                       December 31, 2009
                                                           Notional
                                                            Amount            Assets          Liabilities
Derivatives not designated
  as hedging instruments:

Put options (1)                                               N/A                       3                 -
Interest rate swaps (1)                                       178,578               2,914             2,538
Credit default swaps - receive (1)                            243,625               5,509             8,389
Credit default swaps - pay (1)                                 56,000                   -            16,593
Floors (1)                                                    113,000               3,629                 -
Embedded derivatives in:
  Index life and annuity products (2)                         N/A                       -            26,158
  Index annuity products ceded (3)                            N/A                  (6,132)                -
  Index annuity funds withheld (3)                            N/A                  12,808                 -
  Hybrid instruments (4)                                      N/A                 357,239                 -
Futures (1)                                                 1,006,838             172,568                 -
Call options (1)                                            2,587,120             249,180                 -
Written options (1)                                           322,035                   -            23,159

Derivatives designated
  as hedging instruments:
Interest rate swaps - effective cash flow (1)                  23,810               1,282                 -
Interest rate swaps - effective fair value (1)                 18,450                   -               508



                                                                          December 31, 2008
                                                           Notional
                                                            Amount            Assets          Liabilities
Derivatives not designated
  as hedging instruments:

Put options (1)                                               N/A                     257                 -
Interest rate swaps (1)                                        76,181               8,199             1,771
Credit default swaps - receive (1)                            249,625               8,344             7,673
Credit default swaps - pay (1)                                 56,000                   -            36,863
Floors (1)                                                    113,000               8,194                 -
Embedded derivatives in:
  Index life and annuity products (2)                         N/A                       -          (416,478)
  Index annuity products ceded (3)                            N/A                (115,598)                -
  Index annuity funds withheld (3)                            N/A                  79,918                 -
  Hybrid instruments (4)                                      N/A                 397,731                 -
Futures (1)                                                   318,413              23,702                 -
Call Options (1)                                            3,100,615              55,195                 -
Written Options (1)                                                 -                   -                 -

Derivatives designated
  as hedging instruments:
Interest rate swaps - effective cash flow (1)                  23,810               3,525                 -
Interest rate swaps - effective fair value (1)                 23,450                   -               817

(1) Carried on the Company's balance sheets in derivative instruments
(2) Carried on the Company's balance sheets in policyholder account balances
(3) Carried on the Company's balance sheets in reinsurance receivables
(4) Carried on the Company's balance sheets in fixed maturities, available for sale, at fair value


        Index Options and Futures
        The Company uses various derivative instruments to manage its exposure
        to interest rate risk and to meet its policy guarantee obligations. The
        Company has index annuity and index universal life products that provide
        for a guaranteed base return and a higher potential return tied to
        several major equity market indexes. In order to fund these benefits,
        the Company purchases over-the-counter index options that compensate the
        Company for any appreciation over the strike price and offsets the
        corresponding increase in the policyholder obligation. The Company also
        enters futures contracts to compensate it for increases in the same
        indexes. The Company classifies these options and futures as derivative
        instruments. The Company amortizes the cost of the index options against
        investment income over the term of the option, which is typically one
        year. When the options mature, the value received by the Company is
        reflected as net investment income in the consolidated statements of
        income. The futures contracts have no initial cost and are marked to
        market daily. That daily mark-to-market is settled through the Company's
        variation margin accounts maintained with the counterparty. The Company
        reports the change in the difference between market value and amortized
        cost of index options and the change in the futures variation margin
        accounts as gain (loss) on derivatives.

        The fair value of the embedded options related to the policyholder
        obligations (liability values) is based upon current and expected index
        levels and returns as well as assumptions regarding general policyholder
        behavior, primarily lapses and withdrawals. These projected benefit
        values are discounted to the current date using an assumed interest rate
        consistent with the duration of the liability adjusted to reflect the
        Company's credit risk and additional provision for adverse deviation.
        This value is then compared to the carrying value of the liability to
        calculate any gain or loss that is reflected in the statements of income
        as a gain (loss) on derivatives.

        The Company has two coinsurance with funds withheld reinsurance
        agreements with an unaffiliated reinsurer. Under applicable guidance,
        the Company's reinsurance agreements contain embedded derivatives that
        require bifurcation due to credit risks the reinsurer is assuming that
        are not clearly and closely related to the creditworthiness of the
        Company. The embedded derivatives contained in the funds withheld
        liability have characteristics similar to a total return swap since the
        Company cedes the total return on a designated investment portfolio to
        the outside reinsurer. The reinsurer assumes the interest credited to
        the policyholders on the policies covered by the treaties, which
        interest is relatively fixed. The Company has developed models based on
        the expected cash flows of the ceded annuity business to estimate the
        fair value of the policy liabilities. The value of the derivative
        embedded in the funds withheld coinsurance agreements is equal to the
        difference between the fair value of the assets in the funds withheld
        portfolio and the fair value of the policy liabilities estimated from
        cash flow models. The value of the embedded derivative is reported in
        the consolidated balance sheets in reinsurance receivables. The net
        change in the reported value of the embedded derivatives is reported in
        net gain (loss) on derivatives in the consolidated statements of income.

        Cash Flow Hedges
        The Company has a number of investments which pay interest on a variable
        rate tied to a benchmark interest rate. The Company has entered into
        interest rate swaps that effectively convert the variable cash flows on
        specific fixed income securities to fixed over the life of the swaps.
        These swaps pay the Company fixed rates while the Company is obligated
        to pay variable rates based on the same benchmark interest rate as the
        hedged asset. The swaps are part of the Company's overall risk and
        asset-liability management strategy to reduce the volatility of cash
        flows and provide a better match to the characteristics of the Company's
        liabilities. These swaps are accounted for as cash-flow hedges and are
        reported at fair value in the consolidated balance sheets with the
        change in fair value reported as a component of other comprehensive
        income for the effective portion of the hedge. Periodic cash flow
        interest swap settlements and current period changes in the swap
        accruals are reported as a component of net investment income with the
        payable or receivable included in accrued investment income. The stated
        fair value of the applicable interest rate swaps excludes the current
        period accruals. The following table presents the impact of cash flow
        hedges on the consolidated financial statements before adjustments to
        intangibles and deferred income taxes.



          -------------------------------------------------------------------------------  ------------------------------
                                      Effective portion                                            Ineffective portion
          -------------------------------------------------------------------------------  ------------------------------
              Derivative in                              Income            Gain(Loss)
                Subtopic                                Statement         Reclassified
                 815-20          Gain (Loss)           Location of            from             Income
                Cash Flow          in Other            Gain (Loss)         Accumulated        Statement       Ineffective
                 Hedging        Comprehensive       reclassified from          OCI           Location of      Gain (Loss)
  Year        Relationships         Income           Accumulated OCI       into income       Gain (Loss)       in Income
--------- ------------------  -------------------  --------------------  ----------------  ----------------  ------------

                                                      Net realized                            Net gains
                Interest                               investment                             (losses)
  2009         rate swaps          ($2,243)          gains (losses)            $0          on derivatives          $0

                                                      Net realized                            Net gains
                Interest                               investment                             (losses)
  2008         rate swaps            $786            gains (losses)            $0          on derivatives          $0



        Fair Value Hedges
        The Company has entered into interest rate swap agreements that pay a
        variable rate of interest to the Company and the Company pays a fixed
        rate of interest to the counterparty. These swaps hedge the fair value
        of specific available-for-sale fixed income securities and are important
        components of the Company's asset-liability management. It is
        anticipated that changes in the fair values of the fixed income
        securities due to changes in interest rates will be offset by a
        corresponding opposite change in the fair values of the interest rate
        swaps. These swaps are considered effective hedges and are reported in
        the consolidated balance sheets at fair value with the changes in fair
        value of the swaps and hedged available-for-sale fixed income
        investments reported as components of net gains on derivatives in the
        consolidated statements of income. Periodic fair value interest swap
        settlements and current period changes in the swap accruals are reported
        as a component of net investment income with the payable or receivable
        included in accrued investment income. The stated fair value of the
        applicable interest rate swaps excludes the current period accruals. The
        following table presents the impact of fair value hedges on the
        consolidated statements of income.

                                                                                       Amount of Gain or (Loss)
          Derivative in Subtopic                 Location of Gain or (Loss)              Recognized in Income
            815-20 Fair Value                       Recognized in Income                    on Derivatives
          Hedging Relationships                        on Derivatives                  2009              2008
--------------------------------------------------------------------------------  ---------------  ------------------

           Interest rate swaps               Net gain/(loss) on derivatives            $309             ($531)

    Fixed rate fixed income securities       Net gain/(loss) on derivatives            $503            ($3,230)


        Other Derivatives
        The Company has also entered into interest rate floor, interest rate
        swap and credit default swap agreements to help manage its overall
        exposure to interest rate changes and credit events. These swaps do not
        hedge specific assets or liabilities and as such are not accounted for
        as effective hedges. Included in the non-hedge swaps are credit default
        swaps where the Company is a protection provider and a protection buyer.
        During 2008, the Company purchased interest rate floor agreements to
        protect itself against interest rates decreasing below its policy
        reserve guarantees. These swaps and floors are reported at fair value in
        the consolidated balance sheets and changes in the fair value are
        reported as a component of net gains (losses) on derivatives in the
        consolidated statements of income. Included in the non-hedge swaps is
        the ineffective portions of cash flow and fair value interest rate
        swaps. Periodic interest rate and credit default swap settlements and
        current period changes in the swap accruals for these non-hedge swaps
        are reported as a component of net investment income with the payable or
        receivable included in accrued investment income. The stated fair value
        of the applicable interest rate and credit default swaps excludes the
        current period accruals. The following table presents the impact of
        other derivatives on the consolidated statements of income.


                                                                                          Amount of Gain or (Loss)
          Derivative not designated                  Location of Gain or (Loss)             Recognized in Income
           as Hedging Instruments                       Recognized in Income                  on Derivative
            under Subtopic 815-20                           on Derivative                  2009             2008
------------------------------------------------------------------------------------- ---------------- ----------------

Interest rate swaps                                    Net investment income                   (4,685)             215
Interest rate swaps                                Net gain/(loss) on derivatives              (6,052)          13,940
Credit default swaps - receive                     Net gain/(loss) on derivatives              (4,542)          (1,599)
Credit default swaps - pay                         Net gain/(loss) on derivatives              20,271          (41,456)
Floors                                             Net gain/(loss) on derivatives              (4,565)           5,546
Embedded derivatives in:
  Index life and annuity products                  Net gain/(loss) on derivatives            (442,636)         363,680
  Index annuity products ceded                     Net gain/(loss) on derivatives             109,465         (110,609)
  Index annuity funds withheld                     Net gain/(loss) on derivatives             (67,110)         (68,588)
  Hybrid instruments                               Net gain/(loss) on derivatives             (40,492)          (2,869)
Futures                                            Net gain/(loss) on derivatives             118,925         (141,390)
Options                                                Net investment income                  (65,379)         (92,298)
Options                                            Net gain/(loss) on derivatives             158,845          (50,759)



        Collateral posted by counterparties at December 31, 2009 and 2008,
        applicable to derivative instruments was $199,861 and $16,180,
        respectively, and is reflected in the consolidated balance sheets in
        short-term investments. The obligation to repay the collateral is
        reflected in the consolidated balance sheets in repurchase agreements,
        other borrowings and collateral on derivatives. Collateral posted by the
        Company at December 31, 2009 and 2008 applicable to derivative
        instruments was $20,350 and $38,610, respectively, and is reflected in
        the consolidated balance sheets as other receivables.

        Hybrid Financial Instruments
        As of December 31, 2009 and 2008, the Company held eight securities with
        embedded derivatives and the Company has elected fair value measurement
        in accordance with the guidance. As such, any change in the fair value
        of the security is reported as gains (losses) on derivatives. The
        amortized cost and fair value of the Company's hybrid financial
        instruments at December 31, 2009 was $400,600 and $357,239 respectively.
        During 2009, the Company reported ($40,492) as gains (losses) on
        derivatives related to hybrid securities. At December 31, 2008, the
        amortized cost and fair value of the Company's hybrid securities was
        $400,600 and $397,731, respectively. The loss reported during 2008 was
        $2,869. The decision to elect fair value measurement is made on an
        instrument-by-instrument basis under the guidance. The Company will
        consider making an election of fair value measurement at the time of any
        future acquisitions of hybrid financial instruments.


6.      Noncontrolling Interests

        During 2008, the Company became a limited partner in a variable interest
        entity and the Company is considered the primary beneficiary. As such,
        the assets, liabilities and results of operations and cash flows of the
        variable interest entity have been consolidated in the accompanying
        consolidated financial statements. The variable interest entity,
        Guggenheim Partners Opportunistic Investment Grade Securities Fund, LLC
        (the "Fund"), is a private investment company that seeks to maximize
        total return by investing in a variety of fixed income sectors and
        assets. The Company holds a 50.9% interest in the Fund as of December
        31, 2009. North American holds a 25.5% interest in the Fund at December
        31, 2009. The general partner of the Fund is a related party, Guggenheim
        Partners Asset Management, Inc. The Fund reports unrealized gains and
        losses on investments as a component of net income; therefore the
        Company reports these unrealized gains and losses in the same manner.
        The amount of unrealized gain in 2009 and 2008 of $35,795 and $27,442,
        respectively is reported in the accompanying consolidated statements of
        income as net unrealized gain from variable interest entity. The other
        operations of the Fund are reported as components of net investment
        income and net realized investment gains. The income after taxes from
        the Fund in 2009 and 2008 was $135,003 and $17,328, of which $38,827 and
        $5,446 is allocated to the interests held by North American and $18,546
        and $991, respectively, is allocated to noncontrolling interests. At
        December 31, 2009 and 2008, the Fund had total assets of $1,444,376 and
        $372,647, respectively. Included in equity at December 31, 2009 and 2008
        is $504,190 and $133,837, respectively, of noncontrolling interests.


                                                                                   2009                2008

         Net income attributable to Midland National                             $  219,498          $  244,678
         Transfers (to) from the noncontrolling interest
         Decrease in Midland National's paid-in capital for
         additional capital contributions to the Fund                               (16,880)                  -
                                                                          ------------------  ------------------

         Change from net income attributable to Midland
         National and transfer (to) from noncontrolling interest                 $  202,618          $  244,678
                                                                          ------------------  ------------------



        The Company evaluates their investments in limited partnerships annually
        to determine if any are VIEs and would require consolidation into the
        Company's financial statements (refer to Note 1).


7.      Borrowings

        At December 31, 2009 and 2008, the Company has outstanding borrowings of
        $349,870 from the FHLB in accordance with the terms of its membership
        agreement. The purpose of the borrowings is to complement the Company's
        security lending program. The borrowings are reported as a component of
        repurchase agreements, other borrowings and collateral on derivatives.
        The borrowings outstanding at December 31, 2009 have maturity dates in
        March, July and November, 2010. The Company renewed the borrowings that
        matured in March 2010 for a borrowing that will mature on March 15, 2011
        at an interest rate of 0.53%. Interest expense incurred during 2009 and
        2008 was $4,594 and $5,044, respectively, and is reported as a component
        of net investment income. The fair value of this borrowing approximates
        its reported value due to its short maturity.


        In accordance with the FHLB membership agreement, the Company was
        required to purchase FHLB common stock. At December 31, 2009 and 2008
        the Company held $25,619 of FHLB common stock. In addition, the Company
        has posted agency MBS/CMO fixed income securities with fair values in
        excess of the amount of the borrowing as collateral.


8.      Property, Plant and Equipment


        The following summarizes property, plant and equipment:


                                                  Range of
                                                Useful Lives            2009              2008
Land                                                  -                $  3,029          $  3,029
Land improvements                                 20 years                  761               761
Buildings and improvements                        39 years               17,425            22,214
Leasehold improvements                            40 years                   20                67
Furniture and fixtures                            10 years                4,927             4,643
Computer equipment and software                 3 - 10 years             37,638            36,155
Other                                            3 - 5 years                 49                49
                                                                  --------------  ----------------
                                                                      $  63,849         $  66,918
Accumulated depreciation                                                (20,218)          (21,570)
                                                                  --------------  ----------------
                                                                      $  43,631         $  45,348
                                                                  --------------  ----------------



        Depreciation expense was $5,086 and $3,898 for the years ended December
        31, 2009 and 2008, respectively.


        Property, plant and equipment primarily consists of a home office
        building used for the Company's insurance operations in Sioux Falls,
        South Dakota. Construction commenced in 2007 and the facility was
        completed in late 2008 with occupancy in early 2009. During 2009 the
        former home office building, which is included in the 2008 reported
        balances above, was sold to a third-party for $3,050 for a realized loss
        of $118. Property, plant and equipment is reported in the consolidated
        balance sheets as a component of other receivables, other assets and
        property, plant and equipment.


9.      DAC, DSI and PVFP


        Policy acquisition costs of new and acquired business, deferred and
        amortized for the years ended December 31, 2009, 2008 and 2007 are as
        follows:



                                                          2009               2008               2007


DAC, beginning of year                                    $2,012,764         $1,422,862         $1,341,489
Commissions deferred                                         201,236            199,305            185,358
Underwriting and acquisition expenses deferred                41,655             39,864             42,299
Reduction due to reinsurance ceded                           (28,047)                 -                  -
Change in offset to unrealized losses                       (257,756)           527,048             85,062
Amortization related to operations                          (202,808)          (180,014)          (173,310)
Amortization related to realized (gains) losses                8,247            (14,440)           (26,891)
Amortization related to derivatives                           23,535             18,139            (31,145)
                                                       --------------   ----------------   ----------------
DAC, end of year                                          $1,798,826         $2,012,764         $1,422,862
                                                       --------------   ----------------   ----------------



        The composition of DSI for the years ended December 31, 2009, 2008 and
        2007 is summarized below:



                                                          2009               2008               2007

DSI, beginning of year                                     $ 764,191          $ 442,770          $ 414,545
Sales inducements costs deferred                              77,002             96,598             82,688
Reduction due to reinsurance ceded                            (2,423)                 -                  -
Change in offset to unrealized losses                       (152,077)           298,904             25,871
Amortization related to operations                           (72,939)           (60,326)           (53,727)
Amortization related realized (gains) losses                   3,552             (8,402)            (5,279)
Amortization related to derivatives                            9,141             (5,353)           (21,328)
                                                     ----------------  -----------------  -----------------
DSI, end of year                                           $ 626,447          $ 764,191          $ 442,770
                                                     ----------------  -----------------  -----------------



        The composition of the PVFP for the years ended December 31, 2009, 2008
        and 2007 is summarized below:



                                                        2009               2008               2007

PVFP, beginning of year                                  $  34,020          $  28,767          $  34,129
Change in offset to unrealized losses                       (7,678)             7,677                  -
Amortization                                                (4,575)            (2,424)            (5,362)
                                                    ---------------   ----------------   ----------------
PVFP, end of year                                        $  21,767          $  34,020          $  28,767
                                                    ---------------   ----------------   ----------------


10.     Reinsurance


        The Company is involved in both the cession and assumption of life and
        annuity reinsurance with other companies. Reinsurance premiums and
        claims ceded and assumed for the years ended December 31 are as follows:


                                          2009                           2008                       2007
                               ---------------------------   -------------------------  --------------------------
                                  Ceded           Assumed       Ceded         Assumed      Ceded          Assumed

Premiums and deposits
   on investment contracts      $  489,965        $ 1,001     $661,616         $  839    $750,611          $  787
Claims and investment
   contract withdrawals            198,117            256      192,187          1,576     165,611           4,155



        The Company generally reinsures the excess of each individual risk over
        $1,000 on ordinary life policies in order to spread its risk of loss.
        Certain other individual health contracts are reinsured on a
        policy-by-policy basis. The Company remains contingently liable for
        certain of the liabilities ceded in the event the reinsurers are unable
        to meet their obligations under the reinsurance agreements. To limit the
        possibility of such losses, the Company evaluates the financial
        condition of its reinsurers and monitors its concentration of credit
        risk. The Company generally only reinsures with companies rated "A" or
        better by A.M. Best. The Company monitors these ratings on an on-going
        basis as it is at risk that a reinsurer may be downgraded after an
        agreement has been entered.


        In addition to the risk reinsurance described above, the Company is also
        party to two funds withheld coinsurance agreements with a third-party
        reinsurer. These are indemnity agreements that cover 50% of
        substantially all policies issued from January 1, 2002 through March 31,
        2005 and since March 1, 2008 and 60% of substantially all policies
        issued from April 1, 2005 through February 29, 2008 of specific annuity
        plans. In these agreements, the Company agrees to withhold, on behalf of
        the assuming company, assets equal to the statutory reserves associated
        with these policies. The Company has netted the funds withheld liability
        of $3,866,131 and $3,602,226 against the reserve credits of $4,438,585
        and $4,270,520 in reinsurance receivables in the December 31, 2009 and
        2008 consolidated balance sheets, respectively.


        The Company is also a party to a coinsurance agreement with an
        affiliated reinsurer. This is an indemnity agreement that covers 100% of
        all policies issued from January 1, 2008 through September 30, 2009 of
        specific annuity plans. The effective date of the agreement was October
        1, 2009, at which time the Company transferred assets of $552,810, which
        are equal to the statutory reserves associated with these policies. The
        Company also received a ceding allowance of $6,565 as of the effective
        date of the agreement. The account values ceded as of the effective date
        were $576,715. The difference between the account values ceded, the
        assets transferred and the ceding allowance received resulted in a
        reduction of deferred acquisition costs of $28,047 and a reduction of
        deferred sales inducements of $2,423. Reserve credits of $577,852
        associated with this agreement are reported in reinsurance receivables
        in the December 31, 2009 consolidated balance sheet.


        Premiums, interest sensitive life and investment product charges, and
        benefits incurred are stated net of the amounts of premiums and claims
        assumed and ceded. Policyholder account balances, policy benefit
        reserves, and policy claims and benefits payable are reported gross of
        the related reinsurance receivables. These receivables are recognized in
        a manner consistent with the liabilities related to the underlying
        reinsured contracts.


11.     Accumulated Other Comprehensive Income (Loss)


        The components of accumulated other comprehensive loss are as follows:


                                                                       2009               2008

Net unrealized gain (loss) - available-for-sale securities           $ (1,175,131)      $ (2,060,259)
Net unrealized gain (loss) - derivative instruments                         1,282              3,525
Net unrealized gain (loss) - noncredit component of impairment
      losses on available-for-sale securities                             (12,820)                 -
Intangibles                                                               455,301            864,200
Pension
      Unrecognized actuarial net losses                                   (12,032)            (8,603)
Post-retirement
      Unrecognized actuarial net losses                                    (1,996)            (1,434)
      Unrecognized prior service cost                                       1,164               (368)
Deferred income taxes                                                     260,481            421,029
                                                                   ---------------  -----------------

      Accumulated other comprehensive loss                             $ (483,751)        $ (781,910)
                                                                   ---------------  -----------------


        The following table sets forth the changes in each component of
        accumulated other comprehensive loss.




                                                                               2009            2008          2007

Net unrealized loss available-for-sale securities                            $ 971,529    $ (1,892,001)   $ (147,158)
Reclassification adjustment for (gains) losses released
      into income                                                              (86,401)        (29,971)      (71,232)
Net unrealized gain (loss) - derivatives                                        (2,243)            786         3,868
Net unrealized gain (loss) - noncredit component of impairment
      losses on available-for-sale securities                                  (12,820)              -             -
Impact of intangibles                                                         (408,899)        805,342       110,933
Additional pension liability
      Amortization of net gain in net periodic benefit expense                     346             224           164
      Net (loss) gain recognized in accrued benefit costs                       (3,775)         (3,820)        2,000
Additional post-retirement liability:
      SFAS No. 158 adoption adjustment                                               -               -        (3,750)
      Amortization of net gain (loss) in net periodic benefit expense               29             (32)            -
      Amortization of prior service costs                                           75              75             -
      Net (loss) gain recognized in accrued benefit costs                         (592)          2,517             -
      Prior service costs arising in current year                                1,458            (612)            -
Deferred income taxes                                                         (160,548)        391,122        36,812
                                                                          -------------  --------------  ------------
      Net other comprehensive gain (loss)                                    $ 298,159      $ (726,370)    $ (68,363)
                                                                          -------------  --------------  ------------




        The unrealized investment gain (loss) on available-for-sale securities
        and derivative instruments is adjusted by intangibles and deferred
        income taxes, which adjustments are included in the statements of
        stockholder's equity.


12.     Income Taxes


        The significant components of the provision for income taxes are as follows:


                                                   2009          2008           2007

Current                                            $ 120,089     $ 117,853      $  86,009
Deferred                                             (17,781)       21,143         48,077
                                                 ------------  ------------  -------------
          Total federal income tax expense         $ 102,308     $ 138,996      $ 134,086
                                                 ------------  ------------  -------------


        The components of the federal income tax asset are as follows:


                                                            2009               2008

Net deferred income tax asset                                $ 356,404          $ 502,966
Income taxes currently (payable) receivable                     53,870            (32,339)
                                                      -----------------  -----------------
              Total income tax asset                         $ 410,274          $ 470,627
                                                      -----------------  -----------------



        The difference between the provision for income taxes attributable to
        income before income taxes and the amounts that would be expected using
        the U.S. Federal statutory income tax rate of 35% in 2009, 2008 and 2007
        are as follows:



                                                   2009           2008           2007

At statutory federal income tax rate             $ 104,735      $ 136,538      $ 136,312
Dividends received deductions                         (497)          (997)        (1,551)
Tax credits                                         (4,585)             -              -
Other, net                                           2,655          3,455           (675)
                                              -------------  -------------  -------------
              Total income tax expense           $ 102,308      $ 138,996      $ 134,086
                                              -------------  -------------  -------------


        The tax effects of temporary differences that give rise to significant
        portions of the deferred income tax assets and deferred income tax
        liabilities at December 31, 2009 and 2008 are as follows:


                                                                           2009           2008

Deferred income tax assets
    Policy liabilities and reserves                                         $ 720,554      $ 555,160
    Investments                                                               356,191        734,086
    Other, net                                                                  1,101         65,137
                                                                        --------------  -------------
              Total deferred income tax assets                              1,077,846      1,354,383
                                                                        --------------  -------------
Deferred income tax liabilities
    Present value of future profits of acquired business                       (7,618)        (9,220)
    Deferred policy acquisition costs and deferred sales inducements         (713,824)      (842,197)
                                                                        --------------  -------------
              Total deferred income tax liabilities                          (721,442)      (851,417)
                                                                        --------------  -------------
              Net deferred income tax asset                                 $ 356,404      $ 502,966
                                                                        --------------  -------------

        In assessing the realizability of deferred tax assets, management
        considers whether it is more likely than not, that some portion or all
        of the deferred tax assets will not be realized. Based on management's
        analysis of the realization of deferred tax assets, it is management's
        opinion that the Company will have sufficient future taxable income to
        realize all of the deferred tax assets at December 31, 2009, and no
        valuation allowance is necessary.


        The FASB issued guidance which clarified the accounting for uncertainty
        in income taxes in an entity's financial statements and provides
        thresholds for recognizing and measuring benefits of a tax position
        taken or expected to be taken in a tax return.


        The Company adopted the clarifying guidance as of January 1, 2007 and
        the Company's subsidiary, SFG Reinsurance Company adopted as of January
        1, 2009. Consequently, the Company recognizes tax benefits only on tax
        positions where it is "more likely than not" to prevail. There was no
        effect on the Company's financial statements from adopting the
        clarifying guidance.


        The Company anticipates it is reasonably possible that the unrecognized
        benefits will decrease in the range of $2,235 to $6,432 by the end of
        2010 primarily related to uncertainty regarding the treatment of
        dividend deductions. The Company recognizes interest and/or penalties as
        a component of tax expense. The Company had approximately $819 and $489
        of accrued interest and penalties at December 31, 2009 and 2008,
        respectively.


        In 2009, the Internal Revenue Service (IRS) completed an examination of
        the Company's income tax returns for 2004 through 2006, with no material
        adjustments. The IRS has commenced an examination of the Company's
        income tax returns for 2007 through 2008. The examination was in
        progress at December 31, 2009.


        Under guidance for uncertainty in income taxes, Midland National is
        considered a public entity, but its subsidiary is considered a
        non-public entity. As required under guidance for public entities, a
        reconciliation of the beginning and ending amounts of unrecognized tax
        benefits is as follows:


                                                                                  2009

         Balance at January 1                                                   $  7,975
         Additions based on tax positions related to the current year                358
         Reductions based on tax positions related to the prior years             (1,024)
         Additions based on tax positions related to prior years                   1,223
         Settlements/Statute expiration                                                -
                                                                             ------------
         Balance at December 31                                                 $  8,532
                                                                             ------------



13.     Statutory Financial Data and Dividend Restrictions


        The Company is domiciled in Iowa and its statutory-basis financial
        statements are prepared in accordance with accounting practices
        prescribed or permitted by the insurance department of the domiciliary
        state. "Prescribed" statutory accounting practices include state laws,
        regulations, and general administrative rules, as well as a variety of
        publications of the National Association of Insurance Commissioners
        ("NAIC"). "Permitted" statutory accounting practices encompass all
        accounting practices that are not prescribed. Such practices differ from
        state to state and company to company.


        There were no permitted practices used by the Company in 2009; however,
        prescribed practices used by the Company in 2009 include the following:


        1.      In 2006 Iowa issued a prescribed practice that allows other than
                market value for assets held in separate accounts where general
                account guarantees are present on such separate accounts. As a
                result, the Company carries the assets of the separate accounts
                related to its bank owned life insurance products at book value.

        2.      In 2008 Iowa issued a prescribed practice to account for call
                option derivative assets that hedge the growth in interest
                credited to the hedged policy as a direct result of changes in
                the related indices at amortized cost. The prescribed practice
                also provides guidance to determine indexed annuity reserve
                calculations based on the Guideline 35 Reserve assuming the
                market value of the call option(s) associated with the current
                index term is zero, regardless of the observable market for such
                option(s). At the conclusion of the index term, credited
                interest is reflected in the reserve as realized, based on
                actual index performance. The Company adopted this prescribed
                practice in 2008.


        The combined effect of applying these prescribed practices in 2009
        increased the Company's statutory-based surplus by $117,179. The
        risk-based capital excluding the effect of these prescribed practices
        would not have resulted in a regulatory trigger event.


        Generally, the net assets of an Iowa domiciled insurance company
        available for distribution to its stockholders are limited to the
        amounts by which the net assets, as determined in accordance with
        statutory accounting practices, exceed minimum regulatory statutory
        capital requirements. All payments of dividends or other distributions
        to stockholders are subject to approval by regulatory authorities. The
        maximum amount of dividends that can be paid by the Company during any
        12-month period, without prior approval of the Iowa insurance
        commissioner, is limited according to statutory regulations and is a
        function of statutory equity and statutory net income (generally, the
        greater of statutory-basis net gain from operations or 10% of prior
        year-end statutory-basis surplus). The Company paid dividends of
        $51,617, $46,740 and $43,345 in 2009, 2008 and 2007, respectively.
        Dividends payable in 2010 up to approximately $139,186 will not require
        prior approval of regulatory authorities.


        The statutory net income of the Company for the years ended December 31,
        2009, 2008 and 2007, is approximately ($31,000), $111,000 and $112,000,
        respectively, and reported capital and surplus at December 31, 2009,
        2008 and 2007, is approximately $1,392,000, $1,240,000 and $1,109,000,
        respectively, in accordance with statutory accounting principles.


14.     Operating Leases


        The Company leases certain equipment and office space. Rental expense on
        operating leases of approximately $3,749, $3,948, and $4,052, were
        incurred in 2009, 2008, and 2007, respectively. Approximate future
        minimum lease payments under non-cancellable leases at December 31,
        2009, are as follows:


         Year ending December 31,
         2010                                           $  2,407
         2011                                              2,794
         2012                                              2,797
         2013                                              2,772
         2014                                              2,613
         Thereafter                                       10,675
                                                  ---------------
                                                        $ 24,058
                                                  ---------------



15.     Employee Benefits Plans


        The Company participates in noncontributory defined benefit pension plan
        sponsored by SEI that covers certain full-time employees. Effective
        December 31, 2004, the plan sponsor approved a plan amendment to freeze
        the participants' accounts of the noncontributory defined benefit
        pension plan, which had the effect of establishing each participant's
        earned accrued benefit as of December 31, 2004. In addition, the
        participants' benefits shall be payable pursuant to the terms of the
        Plan to the extent each participant is or becomes 100% vested in such
        accrued benefits.


        In addition, the Company provides certain postretirement health care and
        life insurance benefits for eligible active and retired employees
        through health and welfare benefit plans.


        The following tables summarize the benefit obligations, the funded
        status and other additional information related to these plans as of
        December 31, 2009 and 2008. The pension benefit amounts reflect an
        allocation of the Company's portion of the SEI plan:


                                                         Pension Benefits             Other Benefits
                                                       ------------------------  -------------------------
                                                        2009          2008          2009         2008
Obligation and funded status
Accumulated benefit obligation at December 31           $ 37,700      $ 32,884      $ 13,456     $ 13,319
Fair value of plan assets at December 31                  30,490        29,148             -            -
                                                       ---------- -------------  ------------ ------------
Funded status at December 31                             $(7,210)      $(3,736)     $(13,456)    $(13,319)
                                                       ---------- -------------  ------------ ------------
Accrued benefit liability recognized
 in financial statements                                 $(7,210)      $(3,736)     $(13,456)    $(13,319)
                                                       ---------- -------------  ------------ ------------

Changes in liability for benefits recognized in
 accumulated other comprehensive income (loss)
Beginning balance                                        $(8,603)      $(5,007)      $(1,802)     $(3,750)
Net gain amortized into net periodic benefit costs           346           224           104           43
Net gain (loss) arising during the period                 (3,775)       (3,820)          866        1,905
                                                       ---------- -------------  ------------ ------------
Balance at December 31                                  $(12,032)      $(8,603)       $ (832)     $(1,802)
                                                       ---------- -------------  ------------ ------------

Changes in deferred taxes recognized in
 accumulated other comprehensive income (loss)           $ 1,200       $ 1,259        $  340       $ (682)
                                                       ---------- -------------  ------------ ------------



                                                   Pension Benefits                  Other Benefits
                                         ----------------------------------  -----------------------------
                                           2009        2008       2007          2009      2008       2007
Additional information
Net periodic benefit (income) costs       $  45      $ (208)    $ (426)      $ 1,438   $ 1,286    $ 1,778
Employer contributions                        -           -      1,231           331       509        397
Employee contributions                        -           -          -           122       113        106
Benefit payments                            363         529        444           453       622        503

Actuarial assumptions
Weighted-average assumptions, used to
determine benefit obligations as of
December 31
    Discount rate                          5.88%      6.25%       6.25%        5.50%      6.25%      6.25%
    Rate of compensation increase           N/A        N/A         N/A         4.25%      4.25%         -

Weighted-average assumptions used
 to determine net costs
 as of December 31
    Discount rate                          5.88%      6.25%       5.75%        5.50%      6.25%      5.75%
    Expected return on plan assets         7.00%      7.50%       7.50%           -          -          -
    Rate of compensation increase           N/A        N/A         N/A         4.25%      4.25%         -



        For measurement purposes, a 9.0% annual rate of increase in the per
        capita cost of covered health care benefits was assumed for 2009. The
        rate was assumed to decrease gradually to 4.5% in 2014, and remain at
        that level thereafter.


        The measurement date for the plans was December 31, 2009.


        For 2009, the weighted average expected long-term rate of return on
        assets was 7.0%. In developing this assumption, the plan sponsor
        evaluated input from its third party pension plan asset managers,
        including their review of asset class return expectations and long-term
        inflation assumptions. The plan sponsor also considered its historical
        average return, which was in line with the expected long-term rate of
        return assumption for 2009.


        The defined benefit pension plan asset allocation as of the measurement
        date and target asset allocation, presented as a percentage of total
        plan assets, were as follows:


                                                       2009
                                                      Target       2009         2008

Fixed income, multi-strategy and other securities          60%         63%         65%
Equity securities                                          35%         34%         29%
Other, including cash                                       5%          3%          6%
                                                      ---------  ----------   ---------

              Total                                       100%        100%        100%
                                                      ---------  ----------   ---------



        It is the plan sponsor's policy to invest pension plan assets in a
        diversified portfolio consisting of an array of assets matching the
        target asset allocations above. The investment risk of the assets is
        limited by appropriate diversification both within and between asset
        classes. The assets are managed with a view to ensuring that sufficient
        liquidity will be available to meet the expected cash flow requirements
        of the plan.


        The fair value of plan assets are invested in cash and cash equivalents,
        fixed income securities and equity securities. As discussed in Note 3
        above, the Fair Value approach establishes a fair value hierarchy which
        prioritizes inputs to valuation techniques used to measure fair value.
        The term inputs refers broadly to the assumptions that market
        participants would use in pricing an asset. The following is a
        description of the valuations methodologies used for instruments
        measured at fair value, including the general classification of such
        instruments pursuant to the valuation hierarchy.


        Cash and Cash Equivalents


        These investments are mutual funds valued using the Net Asset Value
        (NAV) provided by the administrator of the fund. The NAV is based on the
        value of the underlying assets owned by the fund, minus its liabilities,
        and then divided by the number of shares outstanding. The NAV is a
        quoted price in an active market and classified within Level 1 of the
        valuation hierarchy.


        U.S. Government and Federal Agency Obligations


        The fair value of U.S. government bonds is generally based on quoted
        prices in active markets. When quoted prices are not available, fair
        value is determined based on a valuation model that uses inputs that
        include interest-rate yield curves, cross-currency-basis index spreads,
        and country specific credit spreads similar to the bond in terms of
        issuer, maturity and seniority. These investments are classified within
        Level 2 of the valuation hierarchy.


        Corporate Debt Instruments


        The fair value of corporate bonds is estimated using recently executed
        transactions, market price quotations (where observable), bond spreads
        or credit default swap spreads. The spread data used are for the same
        maturity as the bond. If the spread data does not reference the issuer,
        then data that references a comparable issuer is used. When observable
        price quotations are not available, fair value is determined based on
        cash flow models with yield curves, bond. These investments are
        classified within Level 2 of the valuation hierarchy.


        Foreign Debt Obligations


        The fair value of foreign government bonds is generally based on quoted
        prices in active markets. When quoted prices are not available, fair
        value is determined based on a valuation model that uses inputs that
        include interest-rate yield curves, cross-currency-basis index spreads,
        and country specific credit spreads similar to the bond in terms of
        issuer, maturity and seniority. These investments are classified within
        Level 2 of the valuation hierarchy.


        Common Stocks, Rights and Warrants


        The fair value for these investments is based on quoted market prices
        for identical assets and liabilities. These investments are classified
        within Level 1 of the valuation hierarchy.


        Foreign Equities and Multi-Strategy Funds


        Foreign equity and multi-strategy funds are typically valued utilizing
        the net asset valuations provided by the underlying private investment
        companies and/or their administrators. Fund management considers
        subscription and redemption rights, including any restrictions on the
        disposition of the interest in its determination of fair value. These
        investments are classified within level 3 of the valuation hierarchy.


        Below are the Plan's financial instruments carried at fair value on a
        recurring basis by the fair value hierarchy levels disclosed above:


                                                                            December 31, 2009
                                                 ------------------------------------------------------------------------
                                                    Quoted prices       Significant
                                                      In active            other         Significant
                                                     markets for        observable       unobservable
                                                  identical assets        inputs            inputs
                                                      (Level 1)          (Level 2)        (Level 3)            Total
Assets
Cash & cash equivalents                                       $ 1,256              $ -               $ -          $ 1,256
U.S. government & federal agency obligations                        -            5,015                 -            5,015
Corporate debt instruments                                          -            7,677                 -            7,677
Foreign debt obligations                                            -              775                 -              775
Common stocks, rights and warrants                                  8                -                 -               8
Foreign equities and multi-strategy funds                           -                -            15,759           15,759
                                                 ---------------------  ---------------  ----------------  --------------

                                                              $ 1,264         $ 13,467          $ 15,759         $ 30,490
                                                 ---------------------  ---------------  ----------------  --------------




                                                                                December 31, 2008
                                                 ------------------------------------------------------------------------
                                                    Quoted prices       Significant
                                                      In active            other         Significant
                                                     markets for        observable       unobservable
                                                  identical assets        inputs            inputs
                                                      (Level 1)          (Level 2)        (Level 3)         Total
Assets
Cash & cash equivalents                                       $ 1,958            $ 642               $ -         $ 2,600
U.S. government & federal agency obligations                        -            8,963                 -           8,963
Corporate debt instruments                                          -            2,549                 -           2,549
Foreign debt obligations                                            -              251                 -             251
Common stocks, rights and warrants                                  8                -                 -               8
Foreign equities and multi-strategy funds                           -                -            14,777          14,777
                                                 ---------------------  ---------------  ----------------  --------------

                                                              $ 1,966         $ 12,405          $ 14,777        $ 29,148
                                                 ---------------------  ---------------  ----------------  --------------



        The table below sets forth a summary of changes in the fair value of the
        Plan's level 3 investment assets and liabilities for the year ended
        December 31, 2009:


                                                                             December 31, 2009
                                             ----------------------------------------------------------------------------
                                                                                             Sales, issuances,
                                             Beginning       Realized       Unrealized          maturities,      Ending
                                               fair            gains          gains             settlements,      fair
                                               value         (losses)        (losses)            calls, net      value

Foreign equities and multi-strategy funds           14,777        (1,620)            5,325          (2,723)        15,759
                                             --------------  ------------  ----------------  --------------   ------------

Total                                             $ 14,777      $ (1,620)          $ 5,325        $ (2,723)      $ 15,759
                                             --------------  ------------  ----------------  --------------   ------------




                                                                             December 31, 2008
                                             ----------------------------------------------------------------------------
                                                                                             Sales, issuances,
                                             Beginning       Realized       Unrealized          maturities,      Ending
                                               fair            gains          gains             settlements,      fair
                                               value         (losses)        (losses)            calls, net      value

Foreign equities and multi-strategy funds           22,408            89            (5,371)         (2,349)        14,777
                                             --------------  ------------  ----------------  --------------   ------------

Total                                             $ 22,408          $ 89          $ (5,371)       $ (2,349)      $ 14,777
                                             --------------  ------------  ----------------  --------------   ------------



        The Company expects to contribute $0 to the pension plan in 2010.


        The following estimated future benefit payments, which reflect expected
        future service, as appropriate, are expected to be paid in the years
        indicated:


                                              Pension          Other
                                             Benefits         Benefits

Year ending December 31,
2009                                          $  669          $  711
2010                                             795             788
2011                                             945             831
2012                                           1,116             835
2013                                           1,280             887
2014-2018                                      8,616           4,856


        The Company also participates in a noncontributory Employee Stock
        Ownership Plan ("ESOP"), which is qualified as a stock bonus plan. All
        employees are eligible to participate in this plan upon satisfying
        eligibility requirements. The ESOP is sponsored by SEI. Each year the
        Company makes a contribution to the ESOP as determined by the Board of
        SEI. The contributions to the ESOP for 2009, 2008 and 2007 were $8,978,
        $8,187 and $6,119, respectively. The expense for 2009, 2008 and 2007 was
        $10,838, $9,064 and $8,397, respectively. All contributions to the ESOP
        are held in trust.


        Impact of Medicare Modernization Act on Postretirement Benefits
        The Company follows the guidance on accounting for the effects of the
        Medicare Prescription Drug, Improvement and Modernization Act of 2003
        (the "Modernization Act"). The Modernization Act provides, among other
        things, a federal subsidy to plan sponsors who maintain postretirement
        health care plans that provide prescription drug benefits and meet
        certain equivalency criteria.


        The Company has determined that, for the majority of the plan
        participants, the drug benefits provided by its existing postretirement
        health plan are actuarially equivalent to the new Medicare benefit, and
        as a result the Company is eligible for the government subsidy.
        Accordingly, the plan's accumulated postretirement benefit obligation
        was reduced upon the adoption of this new guidance in 2005. This
        reduction was treated as a deferred experience gain, which will be
        amortized as a reduction of net periodic postretirement cost over the
        average remaining service period of participating employees expected to
        receive benefits under the plan. For the year ended December 31, 2009
        and 2008, the gains produced by recognition of the Modernization Act
        reduced net periodic postretirement cost by approximately $248 and $336,
        respectively.


16.     Other Related Party Transactions

        The Company pays fees to SEI under management contracts that cover
        certain investment, accounting, employee benefits and management
        services. The Company was charged $10,626, $13,346 and $12,034 in 2009,
        2008 and 2007, respectively, related to these contracts.

        The Company pays investment management fees to an affiliate, The
        Guggenheim Partners Asset Management Inc. The Company was charged
        $16,750, $21,209 and $19,900 in 2009, 2008 and 2007, respectively. The
        fee is calculated based on the average fair value of invested assets
        under management times a contractual rate.

        The Company provided certain administrative services to North American
        for which it was reimbursed $17,373, $14,151, and $11,121 in 2009, 2008
        and 2007, respectively, for the costs incurred to render such services.

        The Company pays sales commissions to Sammons Securities, Inc. ("SSI"),
        a broker-dealer company, associated with the variable life and annuity
        premiums placed with the Company's separate account funds and other
        fixed annuity product sales. The Company incurred commissions of
        approximately $659, $891 and $1,338 in 2009, 2008 and 2007,
        respectively, related to SSI sales.

        The Company holds a mortgage loan on the property of an indirect
        affiliate, The Grove Park Inn. The balance of the loan was $50,000 and
        $28,176 as of December 31, 2009 and 2008, respectively. Effective
        December 15, 2009, the Company combined the existing mortgage loan with
        another Grove Park Inn loan that had previously been held by another
        entity of SEI, resulting in the current outstanding balance of $50,000.
        The Company earned interest income on the loan of $1,715, $1,887 and
        $1,971 in 2009, 2008 and 2007, respectively.

        The Company receives fees from its affiliate, GLAC, under a service
        contract that became effective December 21, 2009 which covers specified
        accounting and financial reporting services. The amount due under this
        agreement from inception to the end of 2009 was immaterial.

17.     Commitments and Contingencies

        The Company has, in the normal course of business, claims and lawsuits
        filed against it. In some cases the damages sought are substantially in
        excess of contractual policy benefits. The Company believes these claims
        and lawsuits, either individually or in aggregate, will not materially
        affect the Company's financial position or results of operations.

        At December 31, 2009, the Company had outstanding capital commitments to
        limited partnerships of $128,408.

        The Company makes funding commitments to various private placement bond
        issuers. As of December 31, 2009, the Company had $59,685 of outstanding
        private placement bond funding commitments.

        Under insurance guaranty fund laws, in most states insurance companies
        doing business therein can be assessed up to prescribed limits for
        policyholder losses incurred by insolvent companies. The Company does
        not believe such assessments will be materially different from amounts
        already provided for in the financial statements. Most of these laws do
        provide, however, that an assessment may be excused or deferred if it
        would threaten an insurer's own financial strength.

Midland National Life
Insurance Company
Separate Account A
Financial Statements
December 31, 2009 and 2008



Midland National Life Insurance Company
Separate Account A
Index
-----------------------------------------------------------------------------------------


                                                                                  Page(s)


Report of Independent Registered Public Accounting Firm.................................1


Financial Statements


Statements of Assets and Liabilities, Operations and Changes in Net Assets...........2-69


Notes to Financial Statements.......................................................70-84









PricewaterhouseCoopers LLP
100 E. Wisconsin Ave., Suite 1800
Milwaukee WI 53202
Telephone (414) 212 1600
Facsimile (414) 212 1880





                                Report of Independent Registered Public Accounting Firm



The Board of Directors and Stockholder of
Midland National Life Insurance Company and
Policyholders of the Midland National Life
Insurance Company Separate Account A



In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations, changes in net assets, and the financial
highlights present fairly, in all material respects, the financial position of
the subaccounts of the Midland National Life Insurance Company Separate Account
A (which includes the Fidelity Variable Insurance Products Fund I, the Fidelity
Variable Insurance Products Fund II, the Fidelity Variable Insurance Products
Fund III, the American Century Variable Portfolios, Inc., the MFS Variable
Insurance Trust, the Lord Abbett Series Fund, Inc., the Alger American Fund, the
AIM Variable Insurance Funds, the Van Eck Worldwide Insurance Trust, the PIMCO
Variable Insurance Trust, the Goldman Sachs Variable Insurance Trust, the
Neuberger Berman Advisors Management Trust, the Premier VIT, the ProFunds VP,
and the Vanguard Variable Insurance Funds subaccounts thereof) at December 31,
2009, and the results of each of their operations for the year then ended, the
changes in each of their net assets for each of the two years in the period then
ended and the financial highlights for each of the five years in the period then
ended, in conformity with accounting principles generally accepted in the United
States of America. These financial statements and financial highlights are the
responsibility of Midland National Life Insurance Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of the number of shares owned as of December
31, 2009 by correspondence with the custodians, provide a reasonable basis for
our opinion.





April 21, 2010




Midland National Life Insurance Company
Separate Account A
Accumulated Total for All Portfolios
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                              $ 8,374,930
     (cost $424,539,987)                  $ 437,182,035         Capital gains distributions                    2,467,316
                                                                                                        -----------------

Liabilities                                           -                                                       10,842,246
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                $ 437,182,035         Administrative expense                            67,919
                                         ---------------
                                                                Mortality and expense risk                     3,043,895
                                                                                                        -----------------

                                                                                                               3,111,814
                                                                                                        -----------------

                                                             Net investment income                             7,730,432

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments             (91,696,922)
                                                              Net unrealized appreciation on
                                                               investments                                   182,041,620
                                                                                                        -----------------

                                                            Net increase in net assets resulting from
                                                             operations                                     $ 98,075,130
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                          $ 342,430,594     $ 554,416,247

Net increase (decrease) in net assets resulting from operations                             98,075,130      (211,729,204)

Capital shares transactions
   Net premiums                                                                             45,690,374        66,580,698
   Transfers of policy loans                                                                  (321,137)       (5,196,961)
   Transfers of cost of insurance                                                          (25,032,809)      (28,480,099)
   Transfers of surrenders                                                                 (19,620,321)      (24,061,659)
   Transfers of death benefits                                                                (773,198)       (1,233,240)
   Transfers of other terminations                                                          (2,528,264)       (3,191,257)
   Interfund and net transfers to general account                                             (738,334)       (4,673,931)
                                                                                      ----------------- -----------------

     Net decrease in net assets from capital share transactions                             (3,323,689)         (256,449)
                                                                                      ----------------- -----------------

Total increase (decrease) in net assets                                                     94,751,441      (211,985,653)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                $ 437,182,035    $  342,430,594
                                                                                      ----------------- -----------------



                       The accompanying notes are an integral part of these financial statements


                                                                               2


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Money Market Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 90,292
     10,671,412 shares (cost $10,671,412)  $ 10,671,412         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           90,292
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                 $ 10,671,412         Administrative expense                             2,258
                                         ---------------
                                                                Mortality and expense risk                       101,471
                                                                                                        -----------------

                                                                                                                 103,729
                                                                                                        -----------------

                                                             Net investment loss                                 (13,437)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                        -
                                                              Net unrealized appreciation on
                                                               investments                                             -
                                                                                                        -----------------

                                                             Net decrease in net assets resulting from
                                                             operations                                        $ (13,437)
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                           $ 12,223,756       $ 8,561,964

 Net (decrease) increase in net assets resulting from operations                               (13,437)          234,683

Capital shares transactions
   Net premiums                                                                              2,437,715         1,937,885
   Transfers of policy loans                                                                    65,884          (114,306)
   Transfers of cost of insurance                                                             (951,220)         (804,948)
   Transfers of surrenders                                                                  (2,163,402)         (902,492)
   Transfers of death benefits                                                                 (39,024)          (48,341)
   Transfers of other terminations                                                             (70,528)          (39,432)
   Interfund and net transfers to general account                                             (818,332)        3,398,743
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                       (1,538,907)        3,427,109
                                                                                      ----------------- -----------------

 Total (decrease) increase in net assets                                                    (1,552,344)        3,661,792
                                                                                      ----------------- -----------------

Net assets at end of year                                                                 $ 10,671,412    $   12,223,756
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               3


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I High Income Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                $ 586,306
     1,554,313 shares (cost $7,680,087)     $ 8,222,313         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                          586,306
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 8,222,313         Administrative expense                             3,121
                                         ---------------
                                                                Mortality and expense risk                        55,673
                                                                                                        -----------------

                                                                                                                  58,794
                                                                                                        -----------------

                                                             Net investment income                               527,512

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (1,012,144)
                                                              Net unrealized appreciation on
                                                               investments                                     2,788,149
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 2,303,517
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,685,116       $ 6,608,023

 Net increase (decrease) in net assets resulting from operations                             2,303,517        (1,632,377)

Capital shares transactions
   Net premiums                                                                                806,981           651,198
   Transfers of policy loans                                                                    13,738           (52,402)
   Transfers of cost of insurance                                                             (550,439)         (476,468)
   Transfers of surrenders                                                                    (261,003)         (274,060)
   Transfers of death benefits                                                                 (11,044)          (34,574)
   Transfers of other terminations                                                             (95,637)          (14,755)
   Interfund and net transfers to general account                                            1,331,084           (89,469)
                                                                                      ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                        1,233,680          (290,530)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     3,537,197        (1,922,907)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 8,222,313     $   4,685,116
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               4


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Equity-Income Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 370,411
     1,101,822 shares (cost $19,716,197)    $ 18,521,629         Capital gains distributions                            -
                                                                                                         -----------------

Liabilities                                            -                                                          370,411
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 18,521,629         Administrative expense                            10,145
                                         ----------------
                                                                 Mortality and expense risk                       124,384
                                                                                                         -----------------

                                                                                                                  134,529
                                                                                                         -----------------

                                                              Net investment income                               235,882

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (7,659,846)
                                                               Net unrealized appreciation on
                                                                investments                                    11,616,238
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 4,192,274
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 16,111,614      $ 32,008,838

 Net increase (decrease) in net assets resulting from operations                              4,192,274       (12,983,922)

Capital shares transactions
   Net premiums                                                                               1,388,971         2,210,207
   Transfers of policy loans                                                                    168,334          (206,441)
   Transfers of cost of insurance                                                            (1,430,747)       (1,699,133)
   Transfers of surrenders                                                                     (891,105)       (1,552,753)
   Transfers of death benefits                                                                  (50,700)         (166,738)
   Transfers of other terminations                                                             (106,040)         (203,221)
   Interfund and net transfers to general account                                              (860,972)       (1,295,223)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                   (1,782,259)       (2,913,302)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      2,410,015       (15,897,224)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 18,521,629    $   16,111,614
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               5


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Growth Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 130,277
     1,130,421 shares (cost $34,877,195)    $ 33,957,851         Capital gains distributions                       25,335
                                                                                                         -----------------

Liabilities                                            -                                                          155,612
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 33,957,851         Administrative expense                            15,002
                                         ----------------
                                                                 Mortality and expense risk                       214,164
                                                                                                         -----------------

                                                                                                                  229,166
                                                                                                         -----------------

                                                              Net investment loss                                 (73,554)

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (4,095,263)
                                                               Net unrealized appreciation on
                                                                investments                                    10,793,956
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 6,625,139
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 25,918,250      $ 55,020,668

 Net increase (decrease) in net assets resulting from operations                              6,625,139       (24,851,236)

Capital shares transactions
   Net premiums                                                                               2,891,479         4,195,672
   Transfers of policy loans                                                                    219,748          (564,874)
   Transfers of cost of insurance                                                            (2,456,591)       (3,176,178)
   Transfers of surrenders                                                                   (1,748,679)       (2,762,062)
   Transfers of death benefits                                                                  (84,558)         (121,162)
   Transfers of other terminations                                                             (140,222)         (224,810)
   Interfund and net transfers to general account                                             2,733,285        (1,597,768)
                                                                                       ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                         1,414,462        (4,251,182)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      8,039,601       (29,102,418)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 33,957,851    $   25,918,250
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               6


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Overseas Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 256,288
     881,673 shares (cost $12,920,905)      $ 13,269,182         Capital gains distributions                       36,831
                                                                                                         -----------------

Liabilities                                            -                                                          293,119
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 13,269,182         Administrative expense                             4,413
                                         ----------------
                                                                 Mortality and expense risk                       105,673
                                                                                                         -----------------

                                                                                                                  110,086
                                                                                                         -----------------

                                                              Net investment income                               183,033

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (5,526,963)
                                                               Net unrealized appreciation on
                                                                investments                                     7,608,299
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 2,264,369
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 10,762,909      $ 20,501,977

 Net increase (decrease) in net assets resulting from operations                              2,264,369        (8,834,742)

Capital shares transactions
   Net premiums                                                                               1,704,205         2,229,824
   Transfers of policy loans                                                                     23,005          (230,356)
   Transfers of cost of insurance                                                              (937,461)         (926,121)
   Transfers of surrenders                                                                     (500,524)         (820,545)
   Transfers of death benefits                                                                  (18,751)          (43,825)
   Transfers of other terminations                                                              (56,015)         (147,059)
   Interfund and net transfers to general account                                                27,445          (966,244)
                                                                                       ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                           241,904          (904,326)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      2,506,273        (9,739,068)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 13,269,182    $   10,762,909
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               7


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Mid Cap Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 114,030
     751,109 shares (cost $16,296,667)      $ 19,183,312         Capital gains distributions                       85,694
                                                                                                         -----------------

Liabilities                                            -                                                          199,724
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 19,183,312         Administrative expense                               722
                                         ----------------
                                                                 Mortality and expense risk                       138,721
                                                                                                         -----------------

                                                                                                                  139,443
                                                                                                         -----------------

                                                              Net investment income                                60,281

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (5,961,949)
                                                               Net unrealized appreciation on
                                                                investments                                    11,889,617
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 5,987,949
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 13,975,665      $ 25,085,489

 Net increase (decrease) in net assets resulting from operations                              5,987,949        (9,750,623)

Capital shares transactions
   Net premiums                                                                               1,643,822         2,605,525
   Transfers of policy loans                                                                   (103,500)         (179,031)
   Transfers of cost of insurance                                                              (749,856)       (1,035,766)
   Transfers of surrenders                                                                     (744,282)         (950,481)
   Transfers of death benefits                                                                  (14,822)          (11,663)
   Transfers of other terminations                                                             (107,664)          (95,803)
   Interfund and net transfers to general account                                              (704,000)       (1,691,982)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                     (780,302)       (1,359,201)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      5,207,647       (11,109,824)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 19,183,312    $   13,975,665
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               8


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom Income Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 1,377
     4,148 shares (cost $38,153)               $ 41,480         Capital gains distributions                          561
                                                                                                        -----------------

Liabilities                                           -                                                            1,938
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 41,480         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                           322
                                                                                                        -----------------

                                                                                                                     322
                                                                                                        -----------------

                                                             Net investment income                                 1,616

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                       74
                                                              Net unrealized appreciation on
                                                               investments                                         3,326
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 5,016
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 20,820               $ -

 Net increase in net assets resulting from operations                                            5,016                 1

Capital shares transactions
   Net premiums                                                                                  4,119            20,819
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                               (2,098)                -
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               13,623                 -
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      15,644            20,819
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   20,660            20,820
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 41,480      $     20,820
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                               9


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom 2010 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 1,746
     4,915 shares (cost $42,841)               $ 48,016         Capital gains distributions                           85
                                                                                                        -----------------

Liabilities                                           -                                                            1,831
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 48,016         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                           247
                                                                                                        -----------------

                                                                                                                     247
                                                                                                        -----------------

                                                             Net investment income                                 1,584

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                      420
                                                              Net unrealized appreciation on
                                                               investments                                         5,175
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 7,179
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                    $ -               $ -

 Net increase in net assets resulting from operations                                            7,179                 -

Capital shares transactions
   Net premiums                                                                                 10,963                 -
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                               (4,403)                -
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               34,277                 -
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      40,837                 -
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   48,016                 -
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 48,016        $        -
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              10


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom 2015 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ 6
     20 shares (cost $176)                        $ 192         Capital gains distributions                            2
                                                                                                        -----------------

Liabilities                                           -                                                                8
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                        $ 192         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                             1
                                                                                                        -----------------

                                                                                                                       1
                                                                                                        -----------------

                                                             Net investment income                                     7

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                       10
                                                              Net unrealized appreciation on
                                                               investments                                            22
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                             $ 39
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                  $ 129               $ -

 Net increase (decrease) in net assets resulting from operations                                    39               (23)

Capital shares transactions
   Net premiums                                                                                    280               318
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                                 (256)             (166)
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                                    -                 -
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                          24               152
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                       63               129
                                                                                      ----------------- -----------------

Net assets at end of year                                                                        $ 192       $       129
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              11


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom 2020 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                    $ 733
     2,641 shares (cost $22,952)               $ 25,141         Capital gains distributions                          159
                                                                                                        -----------------

Liabilities                                           -                                                              892
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 25,141         Administrative expense                                 2
                                         ---------------
                                                                Mortality and expense risk                            23
                                                                                                        -----------------

                                                                                                                      25
                                                                                                        -----------------

                                                             Net investment income                                   867

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    1,081
                                                              Net unrealized appreciation on
                                                               investments                                         2,215
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 4,163
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                $ 3,412               $ -

 Net increase (decrease) in net assets resulting from operations                                 4,163            (6,578)

Capital shares transactions
   Net premiums                                                                                 11,659             3,656
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                               (4,932)           (1,215)
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               10,839             7,549
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      17,566             9,990
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   21,729             3,412
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 25,141      $      3,412
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              12


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom 2025 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                    $ 150
     547 shares (cost $4,744)                   $ 5,088         Capital gains distributions                           55
                                                                                                        -----------------

Liabilities                                           -                                                              205
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                      $ 5,088         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                            35
                                                                                                        -----------------

                                                                                                                      35
                                                                                                        -----------------

                                                             Net investment income                                   170

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                    (568)
                                                              Net unrealized appreciation on
                                                               investments                                         1,606
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 1,208
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                $ 2,567               $ -

 Net increase (decrease) in net assets resulting from operations                                 1,208            (1,304)

Capital shares transactions
   Net premiums                                                                                  1,625               269
   Transfers of policy loans                                                                      (141)              (50)
   Transfers of cost of insurance                                                                 (789)             (195)
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                                  618             3,847
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                       1,313             3,871
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                    2,521             2,567
                                                                                      ----------------- -----------------

Net assets at end of year                                                                      $ 5,088      $      2,567
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              13


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund I Freedom 2030 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 1,737
     9,807 shares (cost $84,913)               $ 88,558         Capital gains distributions                          606
                                                                                                        -----------------

Liabilities                                           -                                                            2,343
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 88,558         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                           415
                                                                                                        -----------------

                                                                                                                     415
                                                                                                        -----------------

                                                             Net investment income                                 1,928

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                  (1,727)
                                                              Net unrealized appreciation on
                                                               investments                                        18,852
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 19,053
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 35,917               $ -

 Net increase (decrease) in net assets resulting from operations                                19,053           (13,159)

Capital shares transactions
   Net premiums                                                                                 31,397            12,319
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                              (10,722)           (2,380)
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               12,913            39,137
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      33,588            49,076
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   52,641            35,917
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 88,558      $     35,917
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              14


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund II Asset Manager Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                $ 129,099
     462,478 shares (cost $6,136,513)       $ 6,012,210         Capital gains distributions                        9,053
                                                                                                        -----------------

Liabilities                                           -                                                          138,152
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 6,012,210         Administrative expense                             5,805
                                         ---------------
                                                                Mortality and expense risk                        46,339
                                                                                                        -----------------

                                                                                                                  52,144
                                                                                                        -----------------

                                                             Net investment income                                86,008

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (703,029)
                                                              Net unrealized appreciation on
                                                               investments                                     1,978,396
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,361,375
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 5,177,690       $ 8,164,214

 Net increase (decrease) in net assets resulting from operations                             1,361,375        (2,334,457)

Capital shares transactions
   Net premiums                                                                                457,393           584,963
   Transfers of policy loans                                                                    50,614          (107,682)
   Transfers of cost of insurance                                                             (453,040)         (525,611)
   Transfers of surrenders                                                                    (312,678)         (573,312)
   Transfers of death benefits                                                                 (21,947)          (67,563)
   Transfers of other terminations                                                             (21,009)          (27,509)
   Interfund and net transfers to general account                                             (226,188)           64,647
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (526,855)         (652,067)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       834,520        (2,986,524)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 6,012,210     $   5,177,690
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              15


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund II Investment Grade Bond Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                              $ 1,018,686
     975,707 shares (cost $11,973,905)      $ 12,176,825         Capital gains distributions                       46,340
                                                                                                         -----------------

Liabilities                                            -                                                        1,065,026
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 12,176,825         Administrative expense                             1,839
                                         ----------------
                                                                 Mortality and expense risk                        86,010
                                                                                                         -----------------

                                                                                                                   87,849
                                                                                                         -----------------

                                                              Net investment income                               977,177

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments                (164,579)
                                                               Net unrealized appreciation on
                                                                investments                                       725,906
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 1,538,504
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 10,967,654      $ 10,502,350

 Net increase (decrease) in net assets resulting from operations                              1,538,504          (467,768)

Capital shares transactions
   Net premiums                                                                                 410,834         1,666,698
   Transfers of policy loans                                                                    287,874           (90,224)
   Transfers of cost of insurance                                                              (368,507)         (705,888)
   Transfers of surrenders                                                                     (410,170)         (581,965)
   Transfers of death benefits                                                                  (26,304)          (39,552)
   Transfers of other terminations                                                              (62,359)         (185,792)
   Interfund and net transfers to general account                                              (160,701)          869,795
                                                                                       ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                          (329,333)          933,072
                                                                                       ----------------- -----------------

 Total increase in net assets                                                                 1,209,171           465,304
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 12,176,825    $   10,967,654
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              16


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund II Index 500 Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                              $ 1,048,395
     391,510 shares (cost $47,277,757)      $ 46,832,407         Capital gains distributions                      881,997
                                                                                                         -----------------

Liabilities                                            -                                                        1,930,392
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 46,832,407         Administrative expense                             5,886
                                         ----------------
                                                                 Mortality and expense risk                       315,513
                                                                                                         -----------------

                                                                                                                  321,399
                                                                                                         -----------------

                                                              Net investment income                             1,608,993

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (8,713,015)
                                                               Net unrealized appreciation on
                                                                investments                                    16,663,581
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 9,559,559
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 39,209,782      $ 64,296,635

 Net increase (decrease) in net assets resulting from operations                              9,559,559       (23,503,899)

Capital shares transactions
   Net premiums                                                                               4,434,003         5,978,513
   Transfers of policy loans                                                                   (253,761)         (529,230)
   Transfers of cost of insurance                                                            (2,724,826)       (2,602,327)
   Transfers of surrenders                                                                   (2,116,364)       (2,315,570)
   Transfers of death benefits                                                                  (51,148)         (156,636)
   Transfers of other terminations                                                             (218,168)         (234,183)
   Interfund and net transfers to general account                                            (1,006,670)       (1,723,521)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                   (1,936,934)       (1,582,954)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      7,622,625       (25,086,853)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 46,832,407    $   39,209,782
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              17




Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund II Contrafund Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 482,383
     1,938,066 shares (cost $40,808,505)    $ 39,962,919         Capital gains distributions                        9,608
                                                                                                         -----------------

Liabilities                                            -                                                          491,991
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 39,962,919         Administrative expense                             7,905
                                         ----------------
                                                                 Mortality and expense risk                       266,946
                                                                                                         -----------------

                                                                                                                  274,851
                                                                                                         -----------------

                                                              Net investment income                               217,140

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments             (14,959,997)
                                                               Net unrealized appreciation on
                                                                investments                                    25,160,195
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                     $ 10,417,338
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 32,023,672      $ 59,938,983

 Net increase (decrease) in net assets resulting from operations                             10,417,338       (25,057,469)

Capital shares transactions
   Net premiums                                                                               2,939,419         4,835,454
   Transfers of policy loans                                                                    (16,256)         (518,098)
   Transfers of cost of insurance                                                            (1,853,128)       (2,615,202)
   Transfers of surrenders                                                                   (1,804,106)       (2,429,628)
   Transfers of death benefits                                                                  (39,461)          (94,554)
   Transfers of other terminations                                                             (220,878)         (318,737)
   Interfund and net transfers to general account                                            (1,483,681)       (1,717,077)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                   (2,478,091)       (2,857,842)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      7,939,247       (27,915,311)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 39,962,919    $   32,023,672
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              18


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund II Asset Manager: Growth Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 49,092
     279,966 shares (cost $3,378,352)       $ 3,544,365         Capital gains distributions                        6,357
                                                                                                        -----------------

Liabilities                                           -                                                           55,449
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 3,544,365         Administrative expense                             1,520
                                         ---------------
                                                                Mortality and expense risk                        23,293
                                                                                                        -----------------

                                                                                                                  24,813
                                                                                                        -----------------

                                                             Net investment income                                30,636

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (374,129)
                                                              Net unrealized appreciation on
                                                               investments                                     1,223,227
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 879,734
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 2,993,258       $ 5,291,927

 Net increase (decrease) in net assets resulting from operations                               879,734        (1,779,602)

Capital shares transactions
   Net premiums                                                                                222,697           415,594
   Transfers of policy loans                                                                    13,022           (79,055)
   Transfers of cost of insurance                                                             (208,823)         (332,766)
   Transfers of surrenders                                                                    (199,946)         (369,191)
   Transfers of death benefits                                                                 (10,894)          (15,990)
   Transfers of other terminations                                                             (14,017)          (54,920)
   Interfund and net transfers to general account                                             (130,666)          (82,739)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (328,627)         (519,067)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       551,107        (2,298,669)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 3,544,365     $   2,993,258
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              19


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund III Balanced Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 69,321
     315,044 shares (cost $4,058,308)       $ 4,224,742         Capital gains distributions                       11,108
                                                                                                        -----------------

Liabilities                                           -                                                           80,429
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 4,224,742         Administrative expense                               117
                                         ---------------
                                                                Mortality and expense risk                        28,768
                                                                                                        -----------------

                                                                                                                  28,885
                                                                                                        -----------------

                                                             Net investment income                                51,544

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (477,944)
                                                              Net unrealized appreciation on
                                                               investments                                     1,589,140
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,162,740
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 3,200,918       $ 5,041,173

 Net increase (decrease) in net assets resulting from operations                             1,162,740        (1,718,950)

Capital shares transactions
   Net premiums                                                                                449,730           487,930
   Transfers of policy loans                                                                   (39,053)          (46,254)
   Transfers of cost of insurance                                                             (338,781)         (297,770)
   Transfers of surrenders                                                                    (163,278)         (133,907)
   Transfers of death benefits                                                                 (36,974)          (16,521)
   Transfers of other terminations                                                              (6,264)          (17,000)
   Interfund and net transfers to general account                                               (4,296)          (97,783)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (138,916)         (121,305)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,023,824        (1,840,255)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 4,224,742     $   3,200,918
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              20


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund III Growth & Income Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 69,495
     640,740 shares (cost $7,014,945)       $ 7,092,988         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           69,495
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 7,092,988         Administrative expense                               350
                                         ---------------
                                                                Mortality and expense risk                        48,140
                                                                                                        -----------------

                                                                                                                  48,490
                                                                                                        -----------------

                                                             Net investment income                                21,005

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (2,462,335)
                                                              Net unrealized appreciation on
                                                               investments                                     3,937,816
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,496,486
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 5,926,268      $ 11,350,680

 Net increase (decrease) in net assets resulting from operations                             1,496,486        (4,521,580)

Capital shares transactions
   Net premiums                                                                                913,731         1,122,658
   Transfers of policy loans                                                                    12,209          (120,044)
   Transfers of cost of insurance                                                             (530,353)         (642,139)
   Transfers of surrenders                                                                    (378,747)         (538,945)
   Transfers of death benefits                                                                 (45,140)          (30,336)
   Transfers of other terminations                                                             (56,495)          (57,155)
   Interfund and net transfers to general account                                             (244,971)         (636,871)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (329,766)         (902,832)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,166,720        (5,424,412)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 7,092,988     $   5,926,268
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              21


Midland National Life Insurance Company
Separate Account A
Fidelity Variable Insurance Products Fund III Growth Opportunities Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 25,064
     423,149 shares (cost $5,459,688)       $ 6,139,897         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           25,064
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 6,139,897         Administrative expense                               404
                                         ---------------
                                                                Mortality and expense risk                        34,951
                                                                                                        -----------------

                                                                                                                  35,355
                                                                                                        -----------------

                                                             Net investment loss                                 (10,291)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (1,788,668)
                                                              Net unrealized appreciation on
                                                               investments                                     3,759,291
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,960,332
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,465,907      $ 10,781,475

 Net increase (decrease) in net assets resulting from operations                             1,960,332        (5,748,126)

Capital shares transactions
   Net premiums                                                                                635,351           852,435
   Transfers of policy loans                                                                    44,607          (142,823)
   Transfers of cost of insurance                                                             (470,157)         (614,331)
   Transfers of surrenders                                                                    (362,272)         (358,676)
   Transfers of death benefits                                                                  (7,807)           (3,593)
   Transfers of other terminations                                                             (59,240)          (90,538)
   Interfund and net transfers to general account                                              (66,824)         (209,916)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (286,342)         (567,442)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,673,990        (6,315,568)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 6,139,897     $   4,465,907
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              22


Midland National Life Insurance Company
Separate Account A
American Century Variable Portfolios, Inc. Balanced Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                $ 135,127
     445,280 shares (cost $2,720,288)       $ 2,560,358         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                          135,127
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,560,358         Administrative expense                                73
                                         ---------------
                                                                Mortality and expense risk                        20,556
                                                                                                        -----------------

                                                                                                                  20,629
                                                                                                        -----------------

                                                             Net investment income                               114,498

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (490,443)
                                                              Net unrealized appreciation on
                                                               investments                                       688,705
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 312,760
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 2,644,260       $ 3,636,481

 Net increase (decrease) in net assets resulting from operations                               312,760          (734,701)

Capital shares transactions
   Net premiums                                                                                293,933           372,724
   Transfers of policy loans                                                                     4,073           (74,075)
   Transfers of cost of insurance                                                             (203,087)         (224,665)
   Transfers of surrenders                                                                    (140,820)         (188,080)
   Transfers of death benefits                                                                  (4,539)          (19,107)
   Transfers of other terminations                                                              (9,599)          (40,809)
   Interfund and net transfers to general account                                             (336,623)          (83,508)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (396,662)         (257,520)
                                                                                      ----------------- -----------------

 Total decrease in net assets                                                                  (83,902)         (992,221)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,560,358     $   2,644,260
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              23


Midland National Life Insurance Company
Separate Account A
American Century Variable Portfolios, Inc. Capital Appreciation Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 38,850
     503,020 shares (cost $4,302,484)       $ 5,417,524         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           38,850
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 5,417,524         Administrative expense                               295
                                         ---------------
                                                                Mortality and expense risk                        38,897
                                                                                                        -----------------

                                                                                                                  39,192
                                                                                                        -----------------

                                                             Net investment loss                                    (342)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (1,619,806)
                                                              Net unrealized appreciation on
                                                               investments                                     3,164,198
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,544,050
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,287,827       $ 8,669,898

 Net increase (decrease) in net assets resulting from operations                             1,544,050        (3,939,759)

Capital shares transactions
   Net premiums                                                                                360,477           503,854
   Transfers of policy loans                                                                   (30,002)          (79,845)
   Transfers of cost of insurance                                                             (257,684)         (353,623)
   Transfers of surrenders                                                                    (243,445)         (311,974)
   Transfers of death benefits                                                                  (8,130)           (8,755)
   Transfers of other terminations                                                             (36,644)          (96,716)
   Interfund and net transfers to general account                                             (198,925)          (95,253)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (414,353)         (442,312)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,129,697        (4,382,071)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 5,417,524     $   4,287,827
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              24


Midland National Life Insurance Company
Separate Account A
American Century Variable Portfolios, Inc. International Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 286,114
     2,125,977 shares (cost $16,365,359)    $ 16,433,805         Capital gains distributions                            -
                                                                                                         -----------------

Liabilities                                            -                                                          286,114
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 16,433,805         Administrative expense                               771
                                         ----------------
                                                                 Mortality and expense risk                       118,499
                                                                                                         -----------------

                                                                                                                  119,270
                                                                                                         -----------------

                                                              Net investment income                               166,844

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (3,894,208)
                                                               Net unrealized appreciation on
                                                                investments                                     7,856,551
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 4,129,187
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 13,140,038      $ 26,670,007

 Net increase (decrease) in net assets resulting from operations                              4,129,187       (11,387,033)

Capital shares transactions
   Net premiums                                                                               1,743,383         3,034,447
   Transfers of policy loans                                                                    (77,334)         (246,171)
   Transfers of cost of insurance                                                              (922,150)       (1,280,007)
   Transfers of surrenders                                                                     (650,527)       (1,011,461)
   Transfers of death benefits                                                                  (13,121)          (21,186)
   Transfers of other terminations                                                             (100,122)         (107,281)
   Interfund and net transfers to general account                                              (815,549)       (2,511,277)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                     (835,420)       (2,142,936)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      3,293,767       (13,529,969)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 16,433,805    $   13,140,038
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              25


Midland National Life Insurance Company
Separate Account A
American Century Variable Portfolios, Inc. Value Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                $ 898,543
     3,499,605 shares (cost $17,704,443)    $ 18,477,916         Capital gains distributions                            -
                                                                                                         -----------------

Liabilities                                            -                                                          898,543
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 18,477,916         Administrative expense                               864
                                         ----------------
                                                                 Mortality and expense risk                       133,687
                                                                                                         -----------------

                                                                                                                  134,551
                                                                                                         -----------------

                                                              Net investment income                               763,992

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (6,053,803)
                                                               Net unrealized appreciation on
                                                                investments                                     8,273,586
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 2,983,775
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 15,683,190      $ 21,332,296

 Net increase (decrease) in net assets resulting from operations                              2,983,775        (5,904,360)

Capital shares transactions
   Net premiums                                                                               2,368,882         3,544,699
   Transfers of policy loans                                                                    (32,271)         (171,546)
   Transfers of cost of insurance                                                            (1,079,245)       (1,280,560)
   Transfers of surrenders                                                                     (714,619)         (795,177)
   Transfers of death benefits                                                                  (26,093)          (28,758)
   Transfers of other terminations                                                              (97,501)         (108,897)
   Interfund and net transfers to general account                                              (608,202)         (904,507)
                                                                                       ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                          (189,049)          255,254
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      2,794,726        (5,649,106)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 18,477,916    $   15,683,190
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              26


Midland National Life Insurance Company
Separate Account A
American Century Variable Portfolios, Inc. Income & Growth Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 81,576
     350,320 shares (cost $1,974,041)       $ 1,884,723         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           81,576
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 1,884,723         Administrative expense                                52
                                         ---------------
                                                                Mortality and expense risk                        13,907
                                                                                                        -----------------

                                                                                                                  13,959
                                                                                                        -----------------

                                                             Net investment income                                67,617

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (652,379)
                                                              Net unrealized appreciation on
                                                               investments                                       861,173
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 276,411
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,767,576       $ 3,033,407

 Net increase (decrease) in net assets resulting from operations                               276,411        (1,036,279)

Capital shares transactions
   Net premiums                                                                                187,614           275,704
   Transfers of policy loans                                                                    (2,307)          (41,113)
   Transfers of cost of insurance                                                             (120,954)         (163,065)
   Transfers of surrenders                                                                     (69,059)         (106,690)
   Transfers of death benefits                                                                  (2,113)           (4,441)
   Transfers of other terminations                                                              (7,343)          (59,141)
   Interfund and net transfers to general account                                             (145,102)         (130,806)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (159,264)         (229,552)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       117,147        (1,265,831)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 1,884,723     $   1,767,576
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              27


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust Growth Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 24,729
     636,550 shares (cost $11,788,594)     $ 13,641,268         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           24,729
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                 $ 13,641,268         Administrative expense                               465
                                         ---------------
                                                                Mortality and expense risk                        72,012
                                                                                                        -----------------

                                                                                                                  72,477
                                                                                                        -----------------

                                                             Net investment loss                                 (47,748)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (630,749)
                                                              Net unrealized appreciation on
                                                               investments                                     3,842,490
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 3,163,993
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 7,525,964      $ 13,216,107

 Net increase (decrease) in net assets resulting from operations                             3,163,993        (4,845,747)

Capital shares transactions
   Net premiums                                                                                831,929         1,126,434
   Transfers of policy loans                                                                   (60,542)         (145,774)
   Transfers of cost of insurance                                                             (455,331)         (680,866)
   Transfers of surrenders                                                                    (577,694)         (630,726)
   Transfers of death benefits                                                                 (15,320)          (19,312)
   Transfers of other terminations                                                            (161,513)         (141,879)
   Interfund and net transfers to general account                                            3,389,782          (352,273)
                                                                                      ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                        2,951,311          (844,396)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     6,115,304        (5,690,143)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                 $ 13,641,268     $   7,525,964
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              28


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust Investors Trust Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 21,299
     80,135 shares (cost $1,437,138)        $ 1,461,656         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           21,299
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 1,461,656         Administrative expense                                14
                                         ---------------
                                                                Mortality and expense risk                        10,556
                                                                                                        -----------------

                                                                                                                  10,570
                                                                                                        -----------------

                                                             Net investment income                                10,729

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (132,842)
                                                              Net unrealized appreciation on
                                                               investments                                       431,085
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 308,972
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,223,835       $ 1,980,718

 Net increase (decrease) in net assets resulting from operations                               308,972          (636,698)

Capital shares transactions
   Net premiums                                                                                118,134           186,904
   Transfers of policy loans                                                                   (10,718)          (13,311)
   Transfers of cost of insurance                                                              (83,286)         (128,817)
   Transfers of surrenders                                                                     (78,326)         (109,044)
   Transfers of death benefits                                                                    (917)           (1,577)
   Transfers of other terminations                                                              (2,640)          (18,534)
   Interfund and net transfers to general account                                              (13,398)          (35,806)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                     (71,151)         (120,185)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       237,821          (756,883)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 1,461,656     $   1,223,835
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              29


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust New Discovery Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     437,360 shares (cost $4,763,220)       $ 5,873,746         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 5,873,746         Administrative expense                               269
                                         ---------------
                                                                Mortality and expense risk                        53,552
                                                                                                        -----------------

                                                                                                                  53,821
                                                                                                        -----------------

                                                             Net investment loss                                 (53,821)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                   17,777
                                                              Net unrealized appreciation on
                                                               investments                                     3,636,287
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 3,600,243
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 5,411,177       $ 6,841,325

 Net increase (decrease) in net assets resulting from operations                             3,600,243        (2,388,174)

Capital shares transactions
   Net premiums                                                                                506,709           611,553
   Transfers of policy loans                                                                  (118,788)          (65,116)
   Transfers of cost of insurance                                                             (311,252)         (328,503)
   Transfers of surrenders                                                                    (330,830)         (314,484)
   Transfers of death benefits                                                                 (10,641)           (6,425)
   Transfers of other terminations                                                             (34,830)          (43,306)
   Interfund and net transfers to general account                                           (2,838,042)        1,104,307
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                       (3,137,674)          958,026
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       462,569        (1,430,148)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 5,873,746     $   5,411,177
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              30


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust Research Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 46,965
     219,508 shares (cost $3,441,167)       $ 3,637,241         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           46,965
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 3,637,241         Administrative expense                                87
                                         ---------------
                                                                Mortality and expense risk                        26,874
                                                                                                        -----------------

                                                                                                                  26,961
                                                                                                        -----------------

                                                             Net investment income                                20,004

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (351,448)
                                                              Net unrealized appreciation on
                                                               investments                                     1,165,925
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 834,481
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 3,229,160       $ 5,759,688

 Net increase (decrease) in net assets resulting from operations                               834,481        (1,969,737)

Capital shares transactions
   Net premiums                                                                                298,016           458,733
   Transfers of policy loans                                                                   (87,145)          (51,498)
   Transfers of cost of insurance                                                             (219,459)         (266,838)
   Transfers of surrenders                                                                    (271,510)         (396,319)
   Transfers of death benefits                                                                 (14,291)          (10,802)
   Transfers of other terminations                                                             (25,215)          (33,726)
   Interfund and net transfers to general account                                             (106,796)         (260,341)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (426,400)         (560,791)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       408,081        (2,530,528)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 3,637,241     $   3,229,160
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              31


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust Total Return Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 3,319
     6,135 shares (cost $88,885)              $ 107,239         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                            3,319
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 107,239         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                           943
                                                                                                        -----------------

                                                                                                                     943
                                                                                                        -----------------

                                                             Net investment income                                 2,376

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                 (12,097)
                                                              Net unrealized appreciation on
                                                               investments                                        29,677
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 19,956
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 54,520           $ 5,959

 Net increase (decrease) in net assets resulting from operations                                19,956           (12,794)

Capital shares transactions
   Net premiums                                                                                 19,303            62,822
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                               (7,831)           (3,092)
   Transfers of surrenders                                                                      (2,522)           (2,483)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               23,813             4,108
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      32,763            61,355
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   52,719            48,561
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 107,239      $     54,520
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              32


Midland National Life Insurance Company
Separate Account A
MFS Variable Insurance Trust Utilities Series
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 82,550
     109,252 shares (cost $2,087,375)       $ 2,504,063         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           82,550
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,504,063         Administrative expense                                92
                                         ---------------
                                                                Mortality and expense risk                        14,458
                                                                                                        -----------------

                                                                                                                  14,550
                                                                                                        -----------------

                                                             Net investment income                                68,000

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (457,094)
                                                              Net unrealized appreciation on
                                                               investments                                       932,076
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 542,982
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,194,358         $ 659,438

 Net increase (decrease) in net assets resulting from operations                               542,982          (621,907)

Capital shares transactions
   Net premiums                                                                                494,967           595,713
   Transfers of policy loans                                                                    (8,406)           (3,747)
   Transfers of cost of insurance                                                              (88,648)          (72,952)
   Transfers of surrenders                                                                     (29,390)          (76,250)
   Transfers of death benefits                                                                    (103)           (1,610)
   Transfers of other terminations                                                             (37,760)           (4,255)
   Interfund and net transfers to general account                                              436,063           719,928
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     766,723         1,156,827
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,309,705           534,920
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,504,063     $   1,194,358
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              33



Midland National Life Insurance Company
Separate Account A
Lord Abbett Series Fund, Inc. Growth and Income Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                 $ 84,657
     460,642 shares (cost $10,410,995)       $ 9,374,073         Capital gains distributions                            -
                                                                                                         -----------------

Liabilities                                            -                                                           84,657
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                   $ 9,374,073         Administrative expense                               207
                                         ----------------
                                                                 Mortality and expense risk                        69,300
                                                                                                         -----------------

                                                                                                                   69,507
                                                                                                         -----------------

                                                              Net investment income                                15,150

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (2,135,954)
                                                               Net unrealized appreciation on
                                                                investments                                     3,555,640
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 1,434,836
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                             $ 8,396,938      $ 14,240,492

 Net increase (decrease) in net assets resulting from operations                              1,434,836        (5,067,729)

Capital shares transactions
   Net premiums                                                                               1,062,868         1,653,451
   Transfers of policy loans                                                                     18,267          (164,858)
   Transfers of cost of insurance                                                              (587,884)         (741,981)
   Transfers of surrenders                                                                     (430,853)         (676,812)
   Transfers of death benefits                                                                   (5,932)          (31,949)
   Transfers of other terminations                                                              (72,930)          (57,281)
   Interfund and net transfers to general account                                              (441,237)         (756,395)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                     (457,701)         (775,825)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                        977,135        (5,843,554)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                   $ 9,374,073     $   8,396,938
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              34


Midland National Life Insurance Company
Separate Account A
Lord Abbett Series Fund, Inc. Mid-Cap Value Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                        Statement of Operations
   December 31, 2009                                                Year Ended December 31, 2009

Assets:                                                      Investment income:
   Investment in Portfolio,                                      Dividend income                                 $ 52,691
     911,835 shares (cost $12,417,486)      $ 12,081,813         Capital gains distributions                            -
                                                                                                         -----------------

Liabilities                                            -                                                           52,691
                                         ----------------                                                -----------------
                                                             Expenses:
Net assets                                  $ 12,081,813         Administrative expense                               493
                                         ----------------
                                                                 Mortality and expense risk                        91,743
                                                                                                         -----------------

                                                                                                                   92,236
                                                                                                         -----------------

                                                              Net investment loss                                 (39,545)

                                                             Realized and unrealized gains
                                                             (losses) on investments
                                                               Net realized losses on investments              (5,339,225)
                                                               Net unrealized appreciation on
                                                                investments                                     7,859,684
                                                                                                         -----------------

                                                              Net increase in net assets resulting from
                                                              operations                                      $ 2,480,914
                                                                                                         -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                             2009              2008

Net assets at beginning of year                                                            $ 10,682,778      $ 19,623,648

 Net increase (decrease) in net assets resulting from operations                              2,480,914        (7,491,049)

Capital shares transactions
   Net premiums                                                                               1,367,215         2,637,077
   Transfers of policy loans                                                                    (15,881)         (175,319)
   Transfers of cost of insurance                                                              (726,933)       (1,027,916)
   Transfers of surrenders                                                                     (567,341)         (999,836)
   Transfers of death benefits                                                                  (13,220)          (32,367)
   Transfers of other terminations                                                              (60,284)          (63,961)
   Interfund and net transfers to general account                                            (1,065,435)       (1,787,499)
                                                                                       ----------------- -----------------

Net decrease in net assets from capital share transactions                                   (1,081,879)       (1,449,821)
                                                                                       ----------------- -----------------

 Total increase (decrease) in net assets                                                      1,399,035        (8,940,870)
                                                                                       ----------------- -----------------

Net assets at end of year                                                                  $ 12,081,813    $   10,682,778
                                                                                       ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              35


Midland National Life Insurance Company
Separate Account A
Lord Abbett Series Fund, Inc. International Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 68,246
     715,420 shares (cost $5,711,213)       $ 5,208,258         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           68,246
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 5,208,258         Administrative expense                               256
                                         ---------------
                                                                Mortality and expense risk                        35,786
                                                                                                        -----------------

                                                                                                                  36,042
                                                                                                        -----------------

                                                             Net investment income                                32,204

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (1,869,656)
                                                              Net unrealized appreciation on
                                                               investments                                     3,397,376
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,559,924
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 3,617,364       $ 8,381,975

 Net increase (decrease) in net assets resulting from operations                             1,559,924        (4,167,251)

Capital shares transactions
   Net premiums                                                                                391,285           727,766
   Transfers of policy loans                                                                    (3,928)          (41,152)
   Transfers of cost of insurance                                                             (241,252)         (286,093)
   Transfers of surrenders                                                                    (152,553)         (193,014)
   Transfers of death benefits                                                                  (4,022)           (5,578)
   Transfers of other terminations                                                             (14,499)          (82,370)
   Interfund and net transfers to general account                                               55,939          (716,919)
                                                                                      ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                           30,970          (597,360)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,590,894        (4,764,611)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 5,208,258     $   3,617,364
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              36


Midland National Life Insurance Company
Separate Account A
Lord Abbett Series Fund, Inc. America Value Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 3,832
     10,192 shares (cost $124,128)            $ 122,203         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                            3,832
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 122,203         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                         1,050
                                                                                                        -----------------

                                                                                                                   1,050
                                                                                                        -----------------

                                                             Net investment income                                 2,782

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                  (3,917)
                                                              Net unrealized appreciation on
                                                               investments                                        24,258
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 23,123
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 74,280          $ 41,530

 Net increase (decrease) in net assets resulting from operations                                23,123           (21,337)

Capital shares transactions
   Net premiums                                                                                 19,936            24,724
   Transfers of policy loans                                                                        28              (408)
   Transfers of cost of insurance                                                               (6,251)           (3,470)
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               11,087            33,241
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      24,800            54,087
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   47,923            32,750
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 122,203      $     74,280
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              37


Midland National Life Insurance Company
Separate Account A
Alger American Fund LargeCap Growth Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 60,618
     282,568 shares (cost $9,739,958)      $ 10,963,637         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           60,618
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                 $ 10,963,637         Administrative expense                               434
                                         ---------------
                                                                Mortality and expense risk                        80,381
                                                                                                        -----------------

                                                                                                                  80,815
                                                                                                        -----------------

                                                             Net investment loss                                 (20,197)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (1,854,026)
                                                              Net unrealized appreciation on
                                                               investments                                     5,425,160
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 3,550,937
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 7,741,324      $ 14,673,255

 Net increase (decrease) in net assets resulting from operations                             3,550,937        (6,812,135)

Capital shares transactions
   Net premiums                                                                              1,450,905         2,624,585
   Transfers of policy loans                                                                   (20,734)         (129,219)
   Transfers of cost of insurance                                                             (678,030)         (725,016)
   Transfers of surrenders                                                                    (356,897)         (400,207)
   Transfers of death benefits                                                                 (14,960)          (27,255)
   Transfers of other terminations                                                             (52,318)          (48,542)
   Interfund and net transfers to general account                                             (656,590)       (1,414,142)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (328,624)         (119,796)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     3,222,313        (6,931,931)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                 $ 10,963,637     $   7,741,324
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              38


Midland National Life Insurance Company
Separate Account A
Alger American Fund MidCap Growth Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     606,722 shares (cost $6,152,976)       $ 6,479,792         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 6,479,792         Administrative expense                               194
                                         ---------------
                                                                Mortality and expense risk                        46,211
                                                                                                        -----------------

                                                                                                                  46,405
                                                                                                        -----------------

                                                             Net investment loss                                 (46,405)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (4,446,514)
                                                              Net unrealized appreciation on
                                                               investments                                     6,730,266
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 2,237,347
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,679,573      $ 11,389,000

 Net increase (decrease) in net assets resulting from operations                             2,237,347        (6,649,340)

Capital shares transactions
   Net premiums                                                                                520,161         1,297,084
   Transfers of policy loans                                                                      (414)         (102,770)
   Transfers of cost of insurance                                                             (297,993)         (477,236)
   Transfers of surrenders                                                                    (255,554)         (332,814)
   Transfers of death benefits                                                                  (5,358)          (11,730)
   Transfers of other terminations                                                             (34,367)          (48,032)
   Interfund and net transfers to general account                                             (363,603)         (384,589)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (437,128)          (60,087)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,800,219        (6,709,427)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 6,479,792     $   4,679,573
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              39


Midland National Life Insurance Company
Separate Account A
Alger American Fund Capital Appreciation Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     180,003 shares (cost $7,382,840)       $ 8,265,722         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 8,265,722         Administrative expense                               210
                                         ---------------
                                                                Mortality and expense risk                        59,585
                                                                                                        -----------------

                                                                                                                  59,795
                                                                                                        -----------------

                                                             Net investment loss                                 (59,795)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (526,498)
                                                              Net unrealized appreciation on
                                                               investments                                     3,434,056
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 2,847,763
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 5,996,510      $ 11,917,522

 Net increase (decrease) in net assets resulting from operations                             2,847,763        (5,289,845)

Capital shares transactions
   Net premiums                                                                                587,324         1,168,171
   Transfers of policy loans                                                                   (20,754)          (94,990)
   Transfers of cost of insurance                                                             (214,448)         (414,413)
   Transfers of surrenders                                                                    (349,482)         (631,801)
   Transfers of death benefits                                                                  (1,412)          (16,203)
   Transfers of other terminations                                                             (52,889)          (47,437)
   Interfund and net transfers to general account                                             (526,890)         (594,494)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (578,551)         (631,167)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     2,269,212        (5,921,012)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 8,265,722     $   5,996,510
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              40



Midland National Life Insurance Company
Separate Account A
Alger American Fund SmallCap Growth Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     232,003 shares (cost $5,924,565)       $ 5,934,640         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 5,934,640         Administrative expense                               175
                                         ---------------
                                                                Mortality and expense risk                        41,220
                                                                                                        -----------------

                                                                                                                  41,395
                                                                                                        -----------------

                                                             Net investment loss                                 (41,395)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (502,493)
                                                              Net unrealized appreciation on
                                                               investments                                     2,416,758
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 1,872,870
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,438,741       $ 9,606,349

 Net increase (decrease) in net assets resulting from operations                             1,872,870        (4,229,914)

Capital shares transactions
   Net premiums                                                                                445,246           723,436
   Transfers of policy loans                                                                   (37,153)          (47,917)
   Transfers of cost of insurance                                                             (271,653)         (350,257)
   Transfers of surrenders                                                                    (184,223)         (173,168)
   Transfers of death benefits                                                                 (16,169)          (12,288)
   Transfers of other terminations                                                             (19,827)          (48,508)
   Interfund and net transfers to general account                                             (293,192)       (1,028,992)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (376,971)         (937,694)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,495,899        (5,167,608)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 5,934,640     $   4,438,741
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              41


Midland National Life Insurance Company
Separate Account A
AIM Variable Insurance Funds Financial Services Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 16,818
     126,872 shares (cost $574,748)           $ 647,049         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           16,818
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 647,049         Administrative expense                                29
                                         ---------------
                                                                Mortality and expense risk                         4,346
                                                                                                        -----------------

                                                                                                                   4,375
                                                                                                        -----------------

                                                             Net investment income                                12,443

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (128,238)
                                                              Net unrealized appreciation on
                                                               investments                                       244,880
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 129,085
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 323,569       $ 1,352,748

 Net increase (decrease) in net assets resulting from operations                               129,085          (925,439)

Capital shares transactions
   Net premiums                                                                                258,313           235,640
   Transfers of policy loans                                                                      (801)            3,765
   Transfers of cost of insurance                                                              (60,552)          (71,861)
   Transfers of surrenders                                                                     (17,826)          (67,370)
   Transfers of death benefits                                                                  (2,221)             (485)
   Transfers of other terminations                                                              (3,945)           (4,251)
   Interfund and net transfers to general account                                               21,427          (199,178)
                                                                                      ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                          194,395          (103,740)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       323,480        (1,029,179)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 647,049      $    323,569
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              42


Midland National Life Insurance Company
Separate Account A
AIM Variable Insurance Funds Global Health Care Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 3,694
     73,375 shares (cost $926,801)          $ 1,164,469         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                            3,694
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 1,164,469         Administrative expense                                49
                                         ---------------
                                                                Mortality and expense risk                         9,049
                                                                                                        -----------------

                                                                                                                   9,098
                                                                                                        -----------------

                                                             Net investment loss                                  (5,404)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (541,714)
                                                              Net unrealized appreciation on
                                                               investments                                       789,890
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 242,772
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,125,638       $ 1,770,058

 Net increase (decrease) in net assets resulting from operations                               242,772          (483,991)

Capital shares transactions
   Net premiums                                                                                130,231           350,588
   Transfers of policy loans                                                                     2,140           (11,589)
   Transfers of cost of insurance                                                              (69,789)          (85,940)
   Transfers of surrenders                                                                     (51,289)         (154,627)
   Transfers of death benefits                                                                  (5,262)           (1,171)
   Transfers of other terminations                                                              (7,166)           (4,844)
   Interfund and net transfers to general account                                             (202,806)         (252,846)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (203,941)         (160,429)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                        38,831          (644,420)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 1,164,469     $   1,125,638
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              43


Midland National Life Insurance Company
Separate Account A
AIM Variable Insurance Funds International Growth Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 56,040
     165,172 shares (cost $3,830,349)       $ 4,296,126         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           56,040
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 4,296,126         Administrative expense                               192
                                         ---------------
                                                                Mortality and expense risk                        26,694
                                                                                                        -----------------

                                                                                                                  26,886
                                                                                                        -----------------

                                                             Net investment income                                29,154

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (772,916)
                                                              Net unrealized appreciation on
                                                               investments                                     1,741,761
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 997,999
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 2,711,172       $ 2,333,557

 Net increase (decrease) in net assets resulting from operations                               997,999        (1,555,878)

Capital shares transactions
   Net premiums                                                                                746,439         1,368,126
   Transfers of policy loans                                                                    (7,920)           (2,647)
   Transfers of cost of insurance                                                             (263,081)         (195,760)
   Transfers of surrenders                                                                     (44,438)          (28,502)
   Transfers of death benefits                                                                  (7,582)          (17,090)
   Transfers of other terminations                                                             (11,792)           (6,280)
   Interfund and net transfers to general account                                              175,329           815,646
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     586,955         1,933,493
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,584,954           377,615
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 4,296,126     $   2,711,172
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              44


Midland National Life Insurance Company
Separate Account A
Van Eck Worldwide Insurance Trust Worldwide Hard Assets Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 24,169
     471,965 shares (cost $12,389,140)     $ 13,809,699         Capital gains distributions                       47,928
                                                                                                        -----------------

Liabilities                                           -                                                           72,097
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                 $ 13,809,699         Administrative expense                               512
                                         ---------------
                                                                Mortality and expense risk                        88,056
                                                                                                        -----------------

                                                                                                                  88,568
                                                                                                        -----------------

                                                             Net investment loss                                 (16,471)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments              (2,219,352)
                                                              Net unrealized appreciation on
                                                               investments                                     6,788,424
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 4,552,601
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 7,541,921      $ 14,276,656

 Net increase (decrease) in net assets resulting from operations                             4,552,601        (6,864,358)

Capital shares transactions
   Net premiums                                                                              1,767,004         1,938,103
   Transfers of policy loans                                                                   (76,520)         (157,989)
   Transfers of cost of insurance                                                             (628,972)         (589,472)
   Transfers of surrenders                                                                    (242,834)         (663,752)
   Transfers of death benefits                                                                 (11,221)           (2,952)
   Transfers of other terminations                                                             (81,721)          (62,543)
   Interfund and net transfers to general account                                              989,441          (331,772)
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                   1,715,177           129,623
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     6,267,778        (6,734,735)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                 $ 13,809,699     $   7,541,921
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              45


Midland National Life Insurance Company
Separate Account A
Van Eck Worldwide Insurance Trust Worldwide Real Estate Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     0 shares (cost $0)                             $ -         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                          $ -         Administrative expense                                24
                                         ---------------
                                                                Mortality and expense risk                         7,513
                                                                                                        -----------------

                                                                                                                   7,537
                                                                                                        -----------------

                                                             Net investment loss                                  (7,537)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (696,393)
                                                              Net unrealized appreciation on
                                                               investments                                       948,423
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 244,493
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 883,177       $ 2,013,027

 Net increase (decrease) in net assets resulting from operations                               244,493        (1,125,291)

Capital shares transactions
   Net premiums                                                                                351,761           454,473
   Transfers of policy loans                                                                     5,306           (19,409)
   Transfers of cost of insurance                                                              (83,052)         (117,542)
   Transfers of surrenders                                                                     (30,777)          (53,956)
   Transfers of death benefits                                                                  (2,077)                -
   Transfers of other terminations                                                             (27,194)          (24,807)
   Interfund and net transfers to general account                                           (1,341,637)         (243,318)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                  (1,127,670)           (4,559)
                                                                                      ----------------- -----------------

 Total decrease in net assets                                                                 (883,177)       (1,129,850)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                          $ -      $    883,177
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              46


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust Total Return Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                              $ 1,215,072
     2,575,112 shares (cost $27,510,845)   $ 27,862,716         Capital gains distributions                      772,134
                                                                                                        -----------------

Liabilities                                           -                                                        1,987,206
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                 $ 27,862,716         Administrative expense                             1,519
                                         ---------------
                                                                Mortality and expense risk                       201,154
                                                                                                        -----------------

                                                                                                                 202,673
                                                                                                        -----------------

                                                             Net investment income                             1,784,533

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                  267,506
                                                              Net unrealized appreciation on
                                                               investments                                       608,913
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                      $ 2,660,952
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                           $ 22,479,921      $ 14,304,515

 Net increase in net assets resulting from operations                                        2,660,952           679,014

Capital shares transactions
   Net premiums                                                                              3,307,555         5,250,828
   Transfers of policy loans                                                                  (119,013)         (329,693)
   Transfers of cost of insurance                                                           (1,458,207)       (1,187,040)
   Transfers of surrenders                                                                  (1,329,635)         (879,136)
   Transfers of death benefits                                                                 (53,815)          (53,137)
   Transfers of other terminations                                                            (172,709)         (200,810)
   Interfund and net transfers to general account                                            2,547,667         4,895,380
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                   2,721,843         7,496,392
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                5,382,795         8,175,406
                                                                                      ----------------- -----------------

Net assets at end of year                                                                 $ 27,862,716    $   22,479,921
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              47


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust Low Duration Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 68,960
     207,952 shares (cost $2,109,913)       $ 2,102,392         Capital gains distributions                       94,214
                                                                                                        -----------------

Liabilities                                           -                                                          163,174
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,102,392         Administrative expense                                17
                                         ---------------
                                                                Mortality and expense risk                        11,805
                                                                                                        -----------------

                                                                                                                  11,822
                                                                                                        -----------------

                                                             Net investment income                               151,352

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                      201
                                                              Net unrealized appreciation on
                                                               investments                                        83,213
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 234,766
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,838,160       $ 1,774,207

 Net increase (decrease) in net assets resulting from operations                               234,766           (21,278)

Capital shares transactions
   Net premiums                                                                                161,945           236,149
   Transfers of policy loans                                                                    (5,371)          (10,677)
   Transfers of cost of insurance                                                              (80,363)          (79,788)
   Transfers of surrenders                                                                      (5,568)           (2,904)
   Transfers of death benefits                                                                  (4,480)                -
   Transfers of other terminations                                                              (1,942)          (14,497)
   Interfund and net transfers to general account                                              (34,755)          (43,052)
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      29,466            85,231
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  264,232            63,953
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,102,392     $   1,838,160
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              48


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust High Yield Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                $ 234,204
     328,106 shares (cost $2,293,377)       $ 2,388,610         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                          234,204
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,388,610         Administrative expense                                34
                                         ---------------
                                                                Mortality and expense risk                        23,056
                                                                                                        -----------------

                                                                                                                  23,090
                                                                                                        -----------------

                                                             Net investment income                               211,114

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                   65,038
                                                              Net unrealized appreciation on
                                                               investments                                       595,906
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 872,058
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,292,791       $ 1,829,459

 Net increase (decrease) in net assets resulting from operations                               872,058          (433,368)

Capital shares transactions
   Net premiums                                                                                187,719           198,585
   Transfers of policy loans                                                                   (28,104)          (11,167)
   Transfers of cost of insurance                                                             (161,980)          (77,631)
   Transfers of surrenders                                                                    (111,223)          (18,740)
   Transfers of death benefits                                                                  (3,391)                -
   Transfers of other terminations                                                             (36,833)          (56,018)
   Interfund and net transfers to general account                                              377,573          (138,329)
                                                                                      ----------------- -----------------

Net increase (decrease) in net assets from capital share transactions                          223,761          (103,300)
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                     1,095,819          (536,668)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,388,610     $   1,292,791
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              49


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust Real Return Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                $ 154,530
     451,137 shares (cost $5,596,613)       $ 5,612,147         Capital gains distributions                      210,539
                                                                                                        -----------------

Liabilities                                           -                                                          365,069
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 5,612,147         Administrative expense                               131
                                         ---------------
                                                                Mortality and expense risk                        37,064
                                                                                                        -----------------

                                                                                                                  37,195
                                                                                                        -----------------

                                                             Net investment income                               327,874

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                 (90,166)
                                                              Net unrealized appreciation on
                                                               investments                                       572,576
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 810,284
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 4,495,899       $ 4,087,737

 Net increase (decrease) in net assets resulting from operations                               810,284          (450,287)

Capital shares transactions
   Net premiums                                                                                647,680           702,932
   Transfers of policy loans                                                                    15,728           (20,766)
   Transfers of cost of insurance                                                             (250,813)         (248,454)
   Transfers of surrenders                                                                     (38,406)          (86,647)
   Transfers of death benefits                                                                 (22,477)          (18,418)
   Transfers of other terminations                                                             (15,644)          (37,818)
   Interfund and net transfers to general account                                              (30,104)          567,620
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     305,964           858,449
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,116,248           408,162
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 5,612,147     $   4,495,899
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              50


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust Stocks Plus Growth and Income
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     0 shares (cost $0)                             $ -         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                                -
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                          $ -         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                             5
                                                                                                        -----------------

                                                                                                                       5
                                                                                                        -----------------

                                                             Net investment loss                                      (5)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                    (259)
                                                              Net unrealized depreciation on
                                                               investments                                           (44)
                                                                                                        -----------------

                                                             Net decrease in net assets resulting from
                                                             operations                                           $ (308)
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                $ 1,626               $ -

 Net (decrease) increase in net assets resulting from operations                                  (308)               42

Capital shares transactions
   Net premiums                                                                                      -             1,584
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                                    -                 -
   Transfers of surrenders                                                                           -                 -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                               (1,318)                -
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                           (1,318)            1,584
                                                                                      ----------------- -----------------

 Total (decrease) increase in net assets                                                        (1,626)            1,626
                                                                                      ----------------- -----------------

Net assets at end of year                                                                          $ -      $      1,626
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              51


Midland National Life Insurance Company
Separate Account A
PIMCO Variable Insurance Trust Small Cap Stock Plus Total Return
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 1,098
     0 shares (cost $0)                             $ -         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                            1,098
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                          $ -         Administrative expense                                 2
                                         ---------------
                                                                Mortality and expense risk                           209
                                                                                                        -----------------

                                                                                                                     211
                                                                                                        -----------------

                                                             Net investment income                                   887

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                      333
                                                              Net unrealized appreciation on
                                                               investments                                           612
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 1,832
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 11,320               $ -

 Net increase in net assets resulting from operations                                            1,832                 5

Capital shares transactions
   Net premiums                                                                                (11,356)           11,550
   Transfers of policy loans                                                                      (209)                -
   Transfers of cost of insurance                                                               (1,510)             (235)
   Transfers of surrenders                                                                        (606)                -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                (477)                -
   Interfund and net transfers to general account                                                1,006                 -
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                          (13,152)           11,315
                                                                                      ----------------- -----------------

 Total (decrease) increase in net assets                                                       (11,320)           11,320
                                                                                      ----------------- -----------------

Net assets at end of year                                                                          $ -      $     11,320
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              52


Midland National Life Insurance Company
Separate Account A
Goldman Sachs Variable Insurance Trust Structured Small Cap Equity Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 26,269
     289,854 shares (cost $2,237,098)       $ 2,556,517         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           26,269
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,556,517         Administrative expense                                73
                                         ---------------
                                                                Mortality and expense risk                        17,500
                                                                                                        -----------------

                                                                                                                  17,573
                                                                                                        -----------------

                                                             Net investment income                                 8,696

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (634,087)
                                                              Net unrealized appreciation on
                                                               investments                                     1,164,177
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 538,786
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,825,680       $ 2,537,465

 Net increase (decrease) in net assets resulting from operations                               538,786          (929,603)

Capital shares transactions
   Net premiums                                                                                308,267           853,617
   Transfers of policy loans                                                                    (6,113)          (20,040)
   Transfers of cost of insurance                                                             (157,194)         (172,427)
   Transfers of surrenders                                                                     (35,277)          (52,684)
   Transfers of death benefits                                                                    (502)          (12,315)
   Transfers of other terminations                                                              (9,917)           (8,494)
   Interfund and net transfers to general account                                               92,787          (369,839)
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     192,051           217,818
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       730,837          (711,785)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,556,517     $   1,825,680
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              53


Midland National Life Insurance Company
Separate Account A
Goldman Sachs Variable Insurance Trust Growth & Income Fund
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 66,192
     449,321 shares (cost $3,938,210)       $ 4,169,697         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           66,192
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 4,169,697         Administrative expense                               194
                                         ---------------
                                                                Mortality and expense risk                        26,566
                                                                                                        -----------------

                                                                                                                  26,760
                                                                                                        -----------------

                                                             Net investment income                                39,432

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (735,192)
                                                              Net unrealized appreciation on
                                                               investments                                     1,313,002
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 617,242
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 2,757,610       $ 1,777,607

 Net increase (decrease) in net assets resulting from operations                               617,242        (1,154,419)

Capital shares transactions
   Net premiums                                                                                809,272         1,312,466
   Transfers of policy loans                                                                   (19,351)           (3,589)
   Transfers of cost of insurance                                                             (270,925)         (166,083)
   Transfers of surrenders                                                                     (54,837)          (24,415)
   Transfers of death benefits                                                                 (11,311)          (17,281)
   Transfers of other terminations                                                             (13,029)           (5,840)
   Interfund and net transfers to general account                                              355,026         1,039,164
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     794,845         2,134,422
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,412,087           980,003
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 4,169,697     $   2,757,610
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              54


Midland National Life Insurance Company
Separate Account A
Neuberger Berman Advisors Management Trust Regency Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 1,084
     7,528 shares (cost $92,017)               $ 92,288         Capital gains distributions                        1,284
                                                                                                        -----------------

Liabilities                                           -                                                            2,368
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 92,288         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                         1,118
                                                                                                        -----------------

                                                                                                                   1,118
                                                                                                        -----------------

                                                             Net investment income                                 1,250

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (202,645)
                                                              Net unrealized appreciation on
                                                               investments                                       223,726
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 22,331
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 258,257         $ 531,953

 Net increase (decrease) in net assets resulting from operations                                22,331          (228,661)

Capital shares transactions
   Net premiums                                                                                 21,325            33,144
   Transfers of policy loans                                                                         -                 -
   Transfers of cost of insurance                                                               (7,917)          (13,089)
   Transfers of surrenders                                                                      (3,516)           (2,597)
   Transfers of death benefits                                                                  (1,822)                -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                             (196,370)          (62,493)
                                                                                      ----------------- -----------------

Net decrease in net assets from capital share transactions                                    (188,300)          (45,035)
                                                                                      ----------------- -----------------

 Total decrease in net assets                                                                 (165,969)         (273,696)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 92,288      $    258,257
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              55


Midland National Life Insurance Company
Separate Account A
Premier VIT NACM Small Cap Portfolio
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                    $ 196
     20,299 shares (cost $314,773)            $ 314,436         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                              196
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 314,436         Administrative expense                                21
                                         ---------------
                                                                Mortality and expense risk                         3,280
                                                                                                        -----------------

                                                                                                                   3,301
                                                                                                        -----------------

                                                             Net investment loss                                  (3,105)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (143,780)
                                                              Net unrealized appreciation on
                                                               investments                                       200,329
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 53,444
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 332,420         $ 385,849

 Net increase (decrease) in net assets resulting from operations                                53,444          (210,026)

Capital shares transactions
   Net premiums                                                                                 79,979           189,207
   Transfers of policy loans                                                                     1,442              (102)
   Transfers of cost of insurance                                                              (14,091)          (23,241)
   Transfers of surrenders                                                                      (2,735)          (19,726)
   Transfers of death benefits                                                                  (3,639)                -
   Transfers of other terminations                                                                (793)             (213)
   Interfund and net transfers to general account                                             (131,591)           10,672
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                          (71,428)          156,597
                                                                                      ----------------- -----------------

 Total decrease in net assets                                                                  (17,984)          (53,429)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 314,436      $    332,420
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              56


Midland National Life Insurance Company
Separate Account A
ProFunds VP Japan
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                    $ 411
     3,884 shares (cost $48,058)               $ 52,902         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                              411
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                     $ 52,902         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                           500
                                                                                                        -----------------

                                                                                                                     500
                                                                                                        -----------------

                                                             Net investment loss                                     (89)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    1,681
                                                              Net unrealized appreciation on
                                                               investments                                         2,045
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 3,637
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 61,897          $ 70,629

 Net increase (decrease) in net assets resulting from operations                                 3,637           (39,323)

Capital shares transactions
   Net premiums                                                                                  7,578            24,950
   Transfers of policy loans                                                                         -             4,081
   Transfers of cost of insurance                                                               (6,041)           (6,730)
   Transfers of surrenders                                                                      (1,305)             (136)
   Transfers of death benefits                                                                     (77)                -
   Transfers of other terminations                                                                   -                 -
   Interfund and net transfers to general account                                              (12,787)            8,426
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                          (12,632)           30,591
                                                                                      ----------------- -----------------

 Total decrease in net assets                                                                   (8,995)           (8,732)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                     $ 52,902      $     61,897
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              57


Midland National Life Insurance Company
Separate Account A
ProFunds VP Oil & Gas
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                      $ -
     38,649 shares (cost $1,474,663)        $ 1,532,031         Capital gains distributions                      150,438
                                                                                                        -----------------

Liabilities                                           -                                                          150,438
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 1,532,031         Administrative expense                                95
                                         ---------------
                                                                Mortality and expense risk                        10,462
                                                                                                        -----------------

                                                                                                                  10,557
                                                                                                        -----------------

                                                             Net investment income                               139,881

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (495,990)
                                                              Net unrealized appreciation on
                                                               investments                                       527,590
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 171,481
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 943,914         $ 357,927

 Net increase (decrease) in net assets resulting from operations                               171,481          (568,086)

Capital shares transactions
   Net premiums                                                                                246,319           584,131
   Transfers of policy loans                                                                   (22,411)           (8,093)
   Transfers of cost of insurance                                                              (90,267)          (58,563)
   Transfers of surrenders                                                                     (13,416)          (61,440)
   Transfers of death benefits                                                                     (93)                -
   Transfers of other terminations                                                             (20,665)             (602)
   Interfund and net transfers to general account                                              317,169           698,640
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     416,636         1,154,073
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  588,117           585,987
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 1,532,031      $    943,914
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              58


Midland National Life Insurance Company
Separate Account A
ProFunds VP Small-Cap
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                    $ 457
     9,901 shares (cost $191,530)             $ 221,592         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                              457
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 221,592         Administrative expense                                42
                                         ---------------
                                                                Mortality and expense risk                         1,672
                                                                                                        -----------------

                                                                                                                   1,714
                                                                                                        -----------------

                                                             Net investment loss                                  (1,257)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    8,107
                                                              Net unrealized appreciation on
                                                               investments                                        56,354
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 63,204
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 158,936          $ 53,582

 Net increase (decrease) in net assets resulting from operations                                63,204           (32,725)

Capital shares transactions
   Net premiums                                                                                100,616            26,384
   Transfers of policy loans                                                                       668                 -
   Transfers of cost of insurance                                                              (21,706)           (6,185)
   Transfers of surrenders                                                                     (12,657)             (356)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                              (1,278)                -
   Interfund and net transfers to general account                                              (66,191)          118,236
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                             (548)          138,079
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                   62,656           105,354
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 221,592      $    158,936
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              59


Midland National Life Insurance Company
Separate Account A
ProFunds VP Ultra Mid-Cap
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                     $ 67
     9,381 shares (cost $143,245)             $ 172,244         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                               67
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 172,244         Administrative expense                                15
                                         ---------------
                                                                Mortality and expense risk                           986
                                                                                                        -----------------

                                                                                                                   1,001
                                                                                                        -----------------

                                                             Net investment loss                                    (934)

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                   29,343
                                                              Net unrealized appreciation on
                                                               investments                                        38,667
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 67,076
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 71,736         $ 125,780

 Net increase (decrease) in net assets resulting from operations                                67,076          (111,304)

Capital shares transactions
   Net premiums                                                                                 19,472            18,855
   Transfers of policy loans                                                                      (616)            3,988
   Transfers of cost of insurance                                                              (10,794)          (10,471)
   Transfers of surrenders                                                                      (4,890)           (2,155)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                (984)              (85)
   Interfund and net transfers to general account                                               31,244            47,128
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                      33,432            57,260
                                                                                      ----------------- -----------------

 Total increase (decrease) in net assets                                                       100,508           (54,044)
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 172,244      $     71,736
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              60


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Balanced
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 12,783
     23,562 shares (cost $367,857)            $ 408,802         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           12,783
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 408,802         Administrative expense                                 1
                                         ---------------
                                                                Mortality and expense risk                         1,860
                                                                                                        -----------------

                                                                                                                   1,861
                                                                                                        -----------------

                                                             Net investment income                                10,922

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                  (8,199)
                                                              Net unrealized appreciation on
                                                               investments                                        71,304
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 74,027
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 217,908               $ -

 Net increase (decrease) in net assets resulting from operations                                74,027           (33,788)

Capital shares transactions
   Net premiums                                                                                 49,853            57,025
   Transfers of policy loans                                                                       712                48
   Transfers of cost of insurance                                                              (19,519)           (5,246)
   Transfers of surrenders                                                                     (10,328)                -
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                              (7,547)                -
   Interfund and net transfers to general account                                              103,696           199,869
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     116,867           251,696
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  190,894           217,908
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 408,802      $    217,908
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              61


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Total Bond Market Index
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 18,228
     12,395 shares (cost $143,744)            $ 145,893         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           18,228
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 145,893         Administrative expense                                47
                                         ---------------
                                                                Mortality and expense risk                         1,936
                                                                                                        -----------------

                                                                                                                   1,983
                                                                                                        -----------------

                                                             Net investment income                                16,245

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    1,104
                                                              Net unrealized depreciation on
                                                               investments                                       (10,334)
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                          $ 7,015
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 402,638               $ -

 Net increase in net assets resulting from operations                                            7,015            11,901

Capital shares transactions
   Net premiums                                                                                211,611            14,639
   Transfers of policy loans                                                                     1,245                60
   Transfers of cost of insurance                                                              (26,597)           (4,730)
   Transfers of surrenders                                                                      (4,166)                -
   Transfers of death benefits                                                                    (108)                -
   Transfers of other terminations                                                              (1,002)                -
   Interfund and net transfers to general account                                             (444,743)          380,768
                                                                                      ----------------- -----------------

Net (decrease) increase in net assets from capital share transactions                         (263,760)          390,737
                                                                                      ----------------- -----------------

 Total (decrease) increase in net assets                                                      (256,745)          402,638
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 145,893      $    402,638
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              62


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds High Yield Bond
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 8,921
     31,360 shares (cost $208,398)            $ 233,944         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                            8,921
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 233,944         Administrative expense                                22
                                         ---------------
                                                                Mortality and expense risk                           927
                                                                                                        -----------------

                                                                                                                     949
                                                                                                        -----------------

                                                             Net investment income                                 7,972

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    5,049
                                                              Net unrealized appreciation on
                                                               investments                                        25,375
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 38,396
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 10,268               $ -

 Net increase in net assets resulting from operations                                           38,396                96

Capital shares transactions
   Net premiums                                                                                 27,862             1,032
   Transfers of policy loans                                                                      (137)                -
   Transfers of cost of insurance                                                              (17,862)             (147)
   Transfers of surrenders                                                                      (5,132)              (12)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                 (42)                -
   Interfund and net transfers to general account                                              180,591             9,299
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     185,280            10,172
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  223,676            10,268
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 233,944      $     10,268
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              63


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds International
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 70,039
     207,938 shares (cost $2,616,756)       $ 3,339,477         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           70,039
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 3,339,477         Administrative expense                               154
                                         ---------------
                                                                Mortality and expense risk                        17,565
                                                                                                        -----------------

                                                                                                                  17,719
                                                                                                        -----------------

                                                             Net investment income                                52,320

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (199,323)
                                                              Net unrealized appreciation on
                                                               investments                                       992,944
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 845,941
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                            $ 1,252,399               $ -

 Net increase (decrease) in net assets resulting from operations                               845,941          (405,644)

Capital shares transactions
   Net premiums                                                                                748,739           544,598
   Transfers of policy loans                                                                   (25,830)            7,022
   Transfers of cost of insurance                                                             (179,585)          (33,326)
   Transfers of surrenders                                                                     (43,535)          (10,219)
   Transfers of death benefits                                                                 (11,728)                -
   Transfers of other terminations                                                             (47,566)           (1,281)
   Interfund and net transfers to general account                                              800,642         1,151,249
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                   1,241,137         1,658,043
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                2,087,078         1,252,399
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 3,339,477     $   1,252,399
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              64


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Mid-Cap Index
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 19,264
     160,876 shares (cost $1,510,966)       $ 1,933,730         Capital gains distributions                       48,159
                                                                                                        -----------------

Liabilities                                           -                                                           67,423
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 1,933,730         Administrative expense                                75
                                         ---------------
                                                                Mortality and expense risk                         9,931
                                                                                                        -----------------

                                                                                                                  10,006
                                                                                                        -----------------

                                                             Net investment income                                57,417

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (173,625)
                                                              Net unrealized appreciation on
                                                               investments                                       624,499
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 508,291
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 786,714               $ -

 Net increase (decrease) in net assets resulting from operations                               508,291          (288,477)

Capital shares transactions
   Net premiums                                                                                405,844           342,684
   Transfers of policy loans                                                                      (969)            4,996
   Transfers of cost of insurance                                                             (112,903)          (23,388)
   Transfers of surrenders                                                                     (25,045)           (8,493)
   Transfers of death benefits                                                                  (8,365)                -
   Transfers of other terminations                                                              (4,329)             (822)
   Interfund and net transfers to general account                                              384,492           760,214
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     638,725         1,075,191
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,147,016           786,714
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 1,933,730      $    786,714
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              65


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds REIT Index
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 7,264
     50,160 shares (cost $286,634)            $ 416,328         Capital gains distributions                        9,699
                                                                                                        -----------------

Liabilities                                           -                                                           16,963
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 416,328         Administrative expense                                 1
                                         ---------------
                                                                Mortality and expense risk                         1,867
                                                                                                        -----------------

                                                                                                                   1,868
                                                                                                        -----------------

                                                             Net investment income                                15,095

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                 (67,869)
                                                              Net unrealized appreciation on
                                                               investments                                       166,185
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 113,411
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 115,341               $ -

 Net increase (decrease) in net assets resulting from operations                               113,411           (56,369)

Capital shares transactions
   Net premiums                                                                                101,937            53,841
   Transfers of policy loans                                                                    (6,083)             (750)
   Transfers of cost of insurance                                                              (23,092)           (5,458)
   Transfers of surrenders                                                                      (4,993)           (1,218)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                (521)                -
   Interfund and net transfers to general account                                              120,328           125,295
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     187,576           171,710
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  300,987           115,341
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 416,328      $    115,341
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              66


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Small Company Growth
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 14,117
     161,671 shares (cost $1,772,665)       $ 2,176,091         Capital gains distributions                            -
                                                                                                        -----------------

Liabilities                                           -                                                           14,117
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                  $ 2,176,091         Administrative expense                                74
                                         ---------------
                                                                Mortality and expense risk                        11,687
                                                                                                        -----------------

                                                                                                                  11,761
                                                                                                        -----------------

                                                             Net investment income                                 2,356

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                (115,548)
                                                              Net unrealized appreciation on
                                                               investments                                       661,542
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                        $ 548,350
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                              $ 946,871               $ -

 Net increase (decrease) in net assets resulting from operations                               548,350          (319,856)

Capital shares transactions
   Net premiums                                                                                439,502           319,792
   Transfers of policy loans                                                                      (852)            5,289
   Transfers of cost of insurance                                                             (125,348)          (28,270)
   Transfers of surrenders                                                                     (21,294)           (6,385)
   Transfers of death benefits                                                                  (8,010)                -
   Transfers of other terminations                                                              (5,478)             (463)
   Interfund and net transfers to general account                                              402,350           976,764
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     680,870         1,266,727
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                1,229,220           946,871
                                                                                      ----------------- -----------------

Net assets at end of year                                                                  $ 2,176,091      $    946,871
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              67


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Short Term Investment Grade
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                 $ 12,263
     62,409 shares (cost $629,358)            $ 670,277         Capital gains distributions                        1,488
                                                                                                        -----------------

Liabilities                                           -                                                           13,751
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 670,277         Administrative expense                                 -
                                         ---------------
                                                                Mortality and expense risk                         3,775
                                                                                                        -----------------

                                                                                                                   3,775
                                                                                                        -----------------

                                                             Net investment income                                 9,976

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized gains on investments                    8,787
                                                              Net unrealized appreciation on
                                                               investments                                        40,872
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 59,635
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                                $ 9,432               $ -

 Net increase in net assets resulting from operations                                           59,635                30

Capital shares transactions
   Net premiums                                                                                 56,636               819
   Transfers of policy loans                                                                    (6,391)                -
   Transfers of cost of insurance                                                              (31,436)             (135)
   Transfers of surrenders                                                                     (35,858)                -
   Transfers of death benefits                                                                    (102)                -
   Transfers of other terminations                                                                (391)                -
   Interfund and net transfers to general account                                              618,752             8,718
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     601,210             9,402
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  660,845             9,432
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 670,277      $      9,432
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              68


Midland National Life Insurance Company
Separate Account A
Vanguard Variable Insurance Funds Total Stock Market Index
------------------------------------------------------------------------------------------------------------------------


  Statement of Assets and Liabilities                       Statement of Operations
   December 31, 2009                                               Year Ended December 31, 2009

Assets:                                                     Investment income:
   Investment in Portfolio,                                     Dividend income                                  $ 8,786
     18,977 shares (cost $330,857)            $ 412,374         Capital gains distributions                       17,642
                                                                                                        -----------------

Liabilities                                           -                                                           26,428
                                         ---------------                                                -----------------
                                                            Expenses:
Net assets                                    $ 412,374         Administrative expense                               156
                                         ---------------
                                                                Mortality and expense risk                         3,006
                                                                                                        -----------------

                                                                                                                   3,162
                                                                                                        -----------------

                                                             Net investment income                                23,266

                                                            Realized and unrealized gains
                                                            (losses) on investments
                                                              Net realized losses on investments                  (2,829)
                                                              Net unrealized appreciation on
                                                               investments                                        78,831
                                                                                                        -----------------

                                                             Net increase in net assets resulting from
                                                             operations                                         $ 99,268
                                                                                                        -----------------

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

  Statement of Changes in Net Assets
Years Ended December 31, 2009 and 2008

                                                                                            2009              2008

Net assets at beginning of year                                                               $ 78,662               $ -

 Net increase (decrease) in net assets resulting from operations                                99,268            (5,201)

Capital shares transactions
   Net premiums                                                                                 43,610            13,138
   Transfers of policy loans                                                                    (4,002)                -
   Transfers of cost of insurance                                                              (38,713)             (913)
   Transfers of surrenders                                                                      (6,534)           (2,262)
   Transfers of death benefits                                                                       -                 -
   Transfers of other terminations                                                                (482)                -
   Interfund and net transfers to general account                                              240,565            73,900
                                                                                      ----------------- -----------------

Net increase in net assets from capital share transactions                                     234,444            83,863
                                                                                      ----------------- -----------------

 Total increase in net assets                                                                  333,712            78,662
                                                                                      ----------------- -----------------

Net assets at end of year                                                                    $ 412,374      $     78,662
                                                                                      ----------------- -----------------


                       The accompanying notes are an integral part of these financial statements


                                                                              69


Midland National Life Insurance Company
Separate Account A
Notes to Financial Statements
------------------------------------------------------------------------------------------------------------------------



1.      Organization and Significant Accounting Policies


        Organization
        Midland National Life Separate Account A ("Separate Account"), a unit
        investment trust pursuant to the provisions of the Investment Company
        Act of 1940 as amended, is a segregated investment account of Midland
        National Life Insurance Company (the "Company") in accordance with the
        provisions of the Iowa Insurance laws. The assets and liabilities of the
        Separate Account are clearly identified and distinguished from the other
        assets and liabilities of the Company. The Separate Account is used to
        fund variable universal life insurance policies of the Company. The
        Separate Account consists of twelve insurance products, each with
        different characteristics. The dates in which products were introduced
        result in different product groups. Sammons Securities Corporation, an
        affiliate, serves as the underwriter of the variable products.


        Investments
        The Separate Account invests in specified portfolios of Fidelity
        Variable Insurance Products Fund I ("VIPF"), Fidelity Variable Insurance
        Products Fund II, Fidelity Variable Insurance Products Fund III,
        American Century Variable Portfolios, Inc., MFS Variable Insurance
        Trust, Lord Abbett Series Fund, Inc., Alger American Fund, AIM Variable
        Insurance Funds, Van Eck Worldwide Insurance Trust ("Van Eck"), PIMCO
        Variable Insurance Trust ("PIMCO"), Goldman Sachs Variable Insurance
        Trust, Neuberger Berman Advisors Management Trust, Premier VIT, ProFunds
        VP and Vanguard Variable Insurance Funds ("Vanguard"), (collectively
        "the Funds"), each diversified open-end management companies registered
        under the Investment Company Act of 1940, as directed by participants.


        The VIPF Freedom Income, VIPF Freedom 2010, VIPF Freedom 2015, VIPF
        Freedom 2020, VIPF Freedom 2025, VIPF Freedom 2030, PIMCO Overseas,
        PIMCO Small Cap Stocks plus Total Return, Vanguard Balanced, Vanguard
        Total Bond Market Index, Vanguard High Yield Bond, Vanguard
        International, Vanguard Mid-Cap Index, Vanguard REIT Index, Vanguard
        Small Company Growth, Vanguard Short Term Investment Grade, and Vanguard
        Total Stock Market Index were introduced effective May 1, 2008. All
        other portfolios have been in existence for more than two years.


        Effective July 17, 2009, the PIMCO Stocks Plus Growth and Income Fund
        was liquidated. The plan of liquidation and dissolution was approved by
        the Board of Trustees of the PIMCO Variable Insurance Trust. All
        policyowners were given the opportunity to transfer any values in this
        fund to any other option(s) of their choice without incurring a transfer
        charge.


        Effective November 20, 2009, the PIMCO Small Cap Stocks Plus Total
        Return Fund was liquidated. The plan of liquidation and dissolution was
        approved by the Board of Trustees of the PIMCO Variable Insurance Trust.
        All policyowners were given the opportunity to transfer any values in
        this fund to any other option(s) of their choice without incurring a
        transfer charge.


        Effective December 8, 2009, the Van Eck Worldwide Real Estate Fund was
        liquidated. The plan of liquidation and dissolution was approved by the
        Board of Trustees of Van Eck Worldwide Insurance Trust. All policyowners
        were given the opportunity to transfer any values in this fund to any
        other option(s) of their choice without incurring a transfer charge.


        Investments in shares of the Funds are valued at the net asset values
        (fair values) of the respective portfolios of the Funds corresponding to
        the investment portfolios of the Separate Account. Investment
        transactions are recorded on the trade date (the date the order to buy
        or sell is executed). Dividends are automatically reinvested in shares
        of the Funds.


        Beginning in the year ended December 31, 2008, the Company adopted the
        authoritative guidance for fair value measurements and the fair value
        option for financial assets and financial liabilities as issued by the
        Financial Accounting Standards Board (FASB). The FASB guidance on fair
        value measurements defines fair value, establishes a framework for
        measuring fair value and expands the required disclosures about fair
        value measurements. Per the guidance, fair value is based on an exit
        price, which is the price that would be received to sell an asset or
        paid to transfer a liability in an orderly transaction between market
        participants at the measurement date. The fair value guidance also
        establishes a hierarchal disclosure framework which prioritizes and
        ranks the level of market price observability used in measuring
        financial instruments at fair value. Market price observability is
        affected by a number of factors, including the type of instrument and
        the characteristics specific to the instrument. Financial instruments
        with readily available active quoted prices or for which fair value can
        be measured from actively quoted prices generally will have a higher
        degree of market price observability and a lesser degree of judgment
        used in measuring fair value.


        The Company determines the fair value of its investments, in the absence
        of observable market prices, using the valuation methodologies described
        below applied on a consistent basis. For some investments, market
        activity may be minimal or nonexistent and management's determination of
        fair value is then based on the best information available in the
        circumstances and may incorporate management's own assumptions, which
        involves a significant degree of judgment.


        Financial instruments measured and reported at fair value are classified
        and disclosed in one of the following categories.


        Level 1 - Quoted prices are available in active markets for identical
        financial instruments as of the reporting date. The types of financial
        instruments included in Level 1 are mutual funds. As required by the
        fair value measurements guidance, the Company does not adjust the quoted
        price for these financial instruments, even in situations where it holds
        a large position and a sale could reasonably impact the quoted price.


        Level 2 - Fair values are based on quoted prices for similar assets or
        liabilities in active and inactive markets. Inactive markets involve few
        transactions for similar assets or liabilities and the prices are not
        current or price quotations vary substantially over time or among market
        makers, which would include some broker quotes. Level 2 inputs also
        include corroborated market data such as interest rate spreads, yield
        curves, volatilities, prepayment speeds, credit risks and default rates.
        The Company does not hold any Level 2 securities in the Separate
        Account.


        Level 3 - Pricing inputs are unobservable for the financial instrument
        and include situations where there is little, if any, market activity
        for the financial instrument. These inputs may reflect the Company's
        estimates of the assumptions that market participants would use in
        valuing the financial instruments. The Company does not hold any Level 3
        securities in the Separate Account


        In certain cases, the inputs used to measure fair value may fall into
        different levels of the fair value hierarchy. In such cases, a financial
        instrument's level within the fair value hierarchy is based on the
        lowest level of input that is significant to the fair value measurement.
        The assessment of the significance of a particular input to the fair
        value measurement in its entirety requires judgment and considers
        factors specific to the financial instrument


                                                   December 31, 2009
                         ----------------------------------------------------------------------
                          Quoted prices      Significant
                            in active           other          Significant
                           markets for       observable       unobservable
                         identical assets      inputs            inputs
                            (Level 1)         (Level 2)         (Level 3)           Total
Assets
Separate account assets    $ 437,182,035                 -                 -     $ 437,182,035
                         ----------------  ----------------  ----------------  ----------------


        The first-in, first-out ("FIFO") method is used to determine realized
        gains and losses on investments. Dividend and capital gain distributions
        are recorded as income on the ex-dividend date.


        Federal Income Taxes
        The operations of the Separate Account are included in the federal
        income tax return of the Company. Under the provisions of the policies,
        the Company has the right to charge the Separate Account for federal
        income tax attributable to the Separate Account. No charge is currently
        being made against the Separate Account for such tax since, under
        current law, the Company pays no tax on investment income and capital
        gains reflected in variable life policy reserves. However, the Company
        retains the right to charge for any federal income tax incurred which is
        attributable to the Separate Account if the law is changed. Charges for
        state and local taxes, if any, attributable to the Separate Account may
        also be made.


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


        Subsequent Events
        Effective April 16, 2010, the Premier VIT NACM Small Cap Fund was
        liquidated. The plan of liquidation and dissolution was approved by the
        Board of Trustees of Premier VIT. All policy owners were given the
        opportunity to transfer any values in this fund to any other option(s)
        of their choice without incurring a transfer charge. Transfer or premium
        payments not redirected by March 11, 2010 were transferred to the
        Fidelity VIPF Money Market Portfolio.


2.      Expenses and Related Party Transactions


        The Company is compensated for certain expenses as described below. The
        rates of each applicable charge are described in the Separate Account's
        prospectus.


        o       A contract administration fee is charged to cover the Company's
                record keeping and other administrative expenses incurred to
                operate the Separate Account. This fee is allocated to the
                individual portfolios of the Funds based on the net asset value
                of the portfolios in proportion to the total net asset value of
                the Separate Account.


        o       A mortality and expense risk fee is charged in return for the
                Company's assumption of risks associated with adverse mortality
                experience or excess administrative expenses in connection with
                policies issued. This fee is charged directly to the individual
                portfolios of the Funds based on the net asset value of the
                portfolio.


        o       A transfer charge is imposed on each transfer between portfolios
                of the Separate Account in excess of a stipulated number of
                transfers in any one contract year. A deferred sales charge may
                be imposed in the event of a full or partial withdrawal within
                the stipulated number of years.


        o       A sales and premium tax charge is deducted from each premium
                payment made prior to deposit into the Separate Account. Total
                deductions from gross contract premiums received by the Company
                were $3,099,800 and $4,395,056 in 2009 and 2008, respectively.


3.      Purchases and Sales of Investment Securities


        The aggregate cost of purchases and proceeds from sales of investments
        for the years ended December 31, 2009 and 2008, were as follows:


                                                         2009                            2008
                                            ------------------------------- -------------------------------
Portfolio                                        Purchases         Sales         Purchases         Sales

Fidelity Variable Insurance Products
 Fund I
   Money Market Portfolio                     $ 23,603,175    $ 25,155,519    $ 15,377,928    $ 11,716,136
   High Income Portfolio                         4,618,748       2,857,555       1,938,151       1,754,370
   Equity-Income Portfolio                       6,068,668       7,615,046       4,765,333       7,275,695
   Growth Portfolio                             13,888,173      12,547,263       9,016,849      13,315,484
   Overseas Portfolio                           21,278,893      20,853,956       6,325,958       4,998,264
   Mid Cap Portfolio                            11,417,584      12,137,604       8,492,913       6,572,226
   Freedom Income Portfolio                         19,261           2,001          20,819               -
   Freedom 2010 Portfolio                           47,226           4,805               -               -
   Freedom 2015 Portfolio                              293             262             330             168
   Freedom 2020 Portfolio                           34,433          15,999          34,003          23,802
   Freedom 2025 Portfolio                            2,865           1,382           4,616             557
   Freedom 2030 Portfolio                           76,338          40,822          73,596          21,481
Fidelity Variable Insurance Products
 Fund II
   Asset Manager Portfolio                       1,590,495       2,031,341       2,467,713       2,288,917
   Investment Grade Bond Portfolio               5,568,201       4,920,357       5,055,239       3,740,060
   Index 500 Portfolio                          19,113,449      19,441,389      15,682,404      15,963,043
   Contrafund Portfolio                         13,645,010      15,905,961      11,127,332      12,540,598
   Asset Manager: Growth Portfolio               1,273,758       1,571,748         865,713       1,337,867
Fidelity Variable Insurance Products
 Fund III
   Balanced Portfolio                            1,251,052       1,338,424       1,170,057       1,096,759
   Growth & Income Portfolio                     3,134,835       3,443,596       3,001,427       2,892,500
   Growth Opportunities Portfolio                3,061,101       3,357,734       1,702,735       2,301,833
American Century Variable
 Portfolios, Inc.
   Balanced Fund                                   741,399       1,023,563         874,279         837,113
   Capital Appreciation Fund                     5,677,912       6,092,608       2,638,167       2,580,368
   International Fund                            5,955,698       6,624,274       7,426,139       7,582,562
   Value Fund                                    7,692,445       7,117,502       9,223,835       6,287,426
   Income & Growth Fund                          1,073,821       1,165,469         809,528         712,472
MFS Variable Insurance Trust
   Growth Series                                13,529,484      10,625,921       2,345,123       3,259,898
   Investors Trust Series                          629,743         690,166         391,314         397,980
   New Discovery Series                         13,887,253      17,078,747       4,411,267       2,392,387
   Research Series                               1,289,231       1,695,627         883,759       1,461,233
   Total Return Series                             100,618          65,480          75,496          12,811
   Utilities Series                              1,612,235         777,513       1,827,013         517,906
Lord Abbett Series Fund, Inc.
   Growth and Income Portfolio                   2,814,522       3,257,073       2,907,324       3,570,107
   Mid-Cap Value Portfolio                       3,696,936       4,818,359       5,517,755       6,271,658
   International Portfolio                       1,728,006       1,664,832       1,724,758       2,201,951
   America Value Portfolio                          55,766          28,184          69,473          10,219
Alger American Fund
   LargeCap Growth Portfolio                     4,034,816       4,383,636       5,148,877       5,345,166
   MidCap Growth Portfolio                       2,606,652       3,090,185       5,144,430       2,441,228
   Capital Appreciation Portfolio                2,732,424       3,370,770       2,803,556       3,515,001
   SmallCap Growth Portfolio                     1,265,068       1,683,435       2,023,714       2,921,184
AIM Variable Insurance Funds
   Financial Services Fund                         947,534         740,696       2,237,589       2,347,963
   Global Health Care Fund                         642,970         852,315       1,376,817       1,239,423
   International Growth Fund                     2,145,965       1,529,856       2,999,283       1,022,266
Van Eck Worldwide Insurance Trust
   Worldwide Hard Assets Fund                    6,179,670       4,480,964       9,881,493       7,800,665
   Worldwide Real Estate Fund                      741,667       1,876,873       1,308,886         971,326
PIMCO Variable Insurance Trust
   Total Return Portfolio                       24,616,940      20,110,563      17,727,253       9,053,888
   Low Duration Portfolio                          399,861         219,043         556,748         375,837
   High Yield Portfolio                          9,510,391       9,075,461         495,671         479,230
   Real Return Portfolio                         2,534,636       1,900,798       3,325,012       2,323,461
   Stocks Plus Growth and Income                     1,495           2,818           1,584               2
   Small Cap Stocks Plus Total Return               53,042          65,307          12,363             313
Goldman Sachs Variable Insurance Trust
   Structured Small Cap Equity Fund              1,259,620       1,058,874       1,496,865       1,280,289
   Growth & Income Fund                          2,169,250       1,334,974       2,937,017         751,520
Neuberger Berman Advisors Management Trust
   Regency Portfolio                                60,855         247,904          45,045          87,974
Premier VIT
   NACM Small Cap Portfolio                        244,739         319,272         465,292         230,247
ProFunds VP
   Japan                                           103,642         116,362         165,512         124,427
   Oil & Gas                                     1,496,265         939,749       2,047,570         807,224
   Small-Cap                                       418,951         420,756         175,137          30,941
   Ultra Mid-Cap                                   326,821         294,324         154,177          96,513
Vanguard Variable Insurance Funds
   Balanced                                        193,362          65,572         269,257          18,032
   Total Bond Market Index                         467,878         715,394         412,174          21,894
   High Yield Bond                                 324,774         131,522          10,800             638
   International                                 2,600,307       1,306,850       1,893,396         239,122
   Mid-Cap Index                                 1,255,900         559,759       1,236,414         163,798
   REIT Index                                      349,834         147,164         217,292          46,031
   Small Company Growth                          1,473,626         790,400       1,417,143         153,709
   Short Term Investment Grade                     915,096         303,909           9,559             169
   Total Stock Market Index                        578,803         321,092         130,879          47,140
                                            --------------- --------------- --------------- ---------------
                                              $262,831,481    $258,424,679    $196,375,151    $169,872,472
                                            --------------- --------------- --------------- ---------------

4.      Summary of Changes from Unit Transactions


        Transactions in units for the years ended December 31, 2009 and 2008, were as follows:


                                                                 2009                                        2008
                                               ------------------------------------------  ------------------------------------------
                                                                           Net Increase/                               Net Increase/
Portfolio                                      Purchases       Sales        (Decrease)     Purchases        Sales       (Decrease)

Fidelity Variable Insurance Products
 Fund I
   Money Market Portfolio                       1,563,353     1,670,936       (107,583)     1,063,743        802,781       260,962
   High Income Portfolio                          322,423       193,756        128,667        118,808        128,095        (9,287)
   Equity-Income Portfolio                        304,732       406,669       (101,937)       307,134        369,088       (61,954)
   Growth Portfolio                             1,403,119       932,416        470,703        810,867        771,360        39,507
   Overseas Portfolio                           1,751,974     1,721,286         30,688        275,650        288,046       (12,396)
   Mid Cap Portfolio                              766,412       764,291          2,121        273,150        359,618       (86,468)
   Freedom Income Portfolio                         1,980           228          1,752          2,340              -         2,340
   Freedom 2010 Portfolio                           5,843           685          5,158              -              -             -
   Freedom 2015 Portfolio                          16,567        16,563              4             38             21            17
   Freedom 2020 Portfolio                           3,002           657          2,345          3,832          3,338           494
   Freedom 2025 Portfolio                           1,082           877            205            459             77           382
   Freedom 2030 Portfolio                          10,118         5,137          4,981          8,111          2,473         5,638
Fidelity Variable Insurance Products
 Fund II
   Asset Manager Portfolio                         72,173        98,241        (26,068)        96,586        114,737       (18,151)
   Investment Grade Bond Portfolio                238,842       243,371         (4,529)       268,819        203,217        65,602
   Index 500 Portfolio                          1,431,349     1,282,383        148,966      1,308,750      1,136,314       172,436
   Contrafund Portfolio                           766,741       699,151         67,590        634,379        577,919        56,460
   Asset Manager: Growth Portfolio                 80,756        97,307        (16,551)        94,236         99,706        (5,470)
Fidelity Variable Insurance Products
 Fund III
   Balanced Portfolio                              80,124        83,067         (2,943)        77,065         77,588          (523)
   Growth & Income Portfolio                      237,028       212,316         24,712        186,485        190,463        (3,978)
   Growth Opportunities Portfolio                 330,536       289,754         40,782        264,202        228,490        35,712
American Century Variable
 Portfolios, Inc.
   Balanced Fund                                   40,725        67,361        (26,636)        40,635         53,078       (12,443)
   Capital Appreciation Fund                      245,126       251,731         (6,605)       108,317        124,476       (16,159)
   International Fund                             510,293       501,099          9,194        419,287        476,853       (57,566)
   Value Fund                                     418,927       403,923         15,004        335,682        310,887        24,795
   Income & Growth Fund                            64,343        63,868            475         39,388         58,087       (18,699)
MFS Variable Insurance Trust
   Growth Series                                1,412,342       964,663        447,679        232,346        263,645       (31,299)
   Investors Trust Series                          37,806        38,440           (634)        23,470         32,617        (9,147)
   New Discovery Series                           948,463     1,051,925       (103,462)       235,226        122,667       112,559
   Research Series                                102,579       128,566        (25,987)        75,646        116,634       (40,988)
   Total Return Series                             13,465         8,481          4,984          8,141          1,472         6,669
   Utilities Series                               218,013       110,338        107,675        183,257         62,449       120,808
Lord Abbett Series Fund, Inc.
   Growth and Income Portfolio                    209,900       232,467        (22,567)       177,483        213,010       (35,527)
   Mid-Cap Value Portfolio                        211,691       276,215        (64,524)       218,966        290,436       (71,470)
   International Portfolio                        178,670       179,705         (1,035)       137,655        189,209       (51,554)
   America Value Portfolio                          7,293         3,580          3,713          7,521          1,140         6,381
Alger American Fund
   LargeCap Growth Portfolio                      609,099       653,045        (43,946)       676,959        704,493       (27,534)
   MidCap Growth Portfolio                        323,048       380,623        (57,575)       226,863        233,741        (6,878)
   Capital Appreciation Portfolio                 386,686       470,463        (83,777)       316,733        400,187       (83,454)
   SmallCap Growth Portfolio                      181,519       234,711        (53,192)       224,444        339,559      (115,115)
AIM Variable Insurance Funds
   Financial Services Fund                        136,417       131,138          5,279        183,327        196,004       (12,677)
   Global Health Care Fund                         55,536        75,802        (20,266)        88,372        101,999       (13,627)
   International Growth Fund                      279,414       199,269         80,145        350,532        126,715       223,817
Van Eck Worldwide Insurance Trust
   Worldwide Hard Assets Fund                     286,871       173,756        113,115        207,514        208,429          (915)
   Worldwide Real Estate Fund                     113,222       284,048       (170,826)        86,419         89,829        (3,410)
PIMCO Variable Insurance Trust
   Total Return Portfolio                       1,647,379     1,496,351        151,028      1,291,435        679,102       612,333
   Low Duration Portfolio                          18,153        14,456          3,697         39,892         32,672         7,220
   High Yield Portfolio                           728,107       688,924         39,183         28,537         38,014        (9,477)
   Real Return Portfolio                          154,904       131,445         23,459        239,616        177,505        62,111
   Stocks Plus Growth and Income                        -             -              -              -              -             -
   SmallCap Stocks Plus Total Return                9,578        11,220         (1,642)         1,684             42         1,642
Goldman Sachs Variable Insurance Trust
   Structured Small Cap Equity Fund               197,008       161,580         35,428        203,824        173,142        30,682
   Growth & Income Fund                           309,047       180,948        128,099        359,370         92,658       266,712
Neuberger Berman Advisors Management Trust
   Regency Portfolio                                4,686        39,354        (34,668)         4,401          9,275        (4,874)
Premier VIT
   NACM Small Cap Portfolio                        43,438        52,890         (9,452)        44,011         26,109        17,902
ProFunds VP
   Japan                                           40,134        42,940         (2,806)        16,665         12,504         4,161
   Oil & Gas                                      189,288       140,089         49,199        196,641         91,091       105,550
   Small-Cap                                       67,415        64,647          2,768         25,713          4,873        20,840
   Ultra Mid-Cap                                   82,801        71,115         11,686         24,700         13,168        11,532
Vanguard Variable Insurance Funds
   Balanced                                        22,277         7,180         15,097         30,324          2,129        28,195
   Total Bond Market Index                         42,967        68,480        (25,513)        41,682          2,700        38,982
   High Yield Bond                                 34,831        14,014         20,817          1,433             88         1,345
   International                                  371,884       170,988        200,896        264,121         36,366       227,755
   Mid-Cap Index                                  172,032        69,398        102,634        157,771         23,533       134,238
   REIT Index                                      55,089        19,286         35,803         26,551          6,849        19,702
   Small Company Growth                           166,926        72,828         94,098        161,645         19,641       142,004
   Short Term Investment Grade                     83,183        21,793         61,390          1,010             16           994
   Total Stock Market Index                        84,581        46,708         37,873         18,518          6,403        12,115
                                             ------------- -------------  -------------  -------------  ------------- -------------
                                               20,905,310    19,190,942      1,714,368     13,578,381     11,518,827     2,059,554
                                             ------------- -------------  -------------  -------------  ------------- -------------


5.      Financial Highlights


        The Company sells a number of variable life insurance products which
        have unique combinations of features and fees that are charged against
        the contract owner's account balance. Differences in the fee structures
        result in a variety of unit values, expense ratios and total returns.


        The following table was developed by determining which products offered
        by the Company have the lowest and highest total return. Only product
        designs within each portfolio that had units outstanding during the
        respective periods were considered when determining the lowest and
        highest total return. The summary may not reflect the minimum and
        maximum contract charges offered by the Company as contract owners may
        not have selected all available and applicable contract options.


                                                       December 31                                     Year Ended December 31
                                       --------------------------------------------  -----------------------------------------------
                                                    Unit Fair Value                   Investment   Expense Ratio    Total Return
                                                      Lowest to                         Income      Lowest to         Lowest to
                                         Units         Highest        Net Assets        Ratio*      Highest**        Highest***
                                       -----------  --------------- ---------------  ------------- -------------  ------------------
Net assets represented by
   Fidelity Variable Insurance Products
    Fund I
    Money Market Portfolio
        2009                              764,688   $10.23 to 20.58    $10,671,412          0.79%  0.50% to 1.40%  -0.63% to 0.73%
        2008                              872,271   10.16 to 20.66     $12,223,756          3.23%  0.50% to 1.40%  1.56% to 2.55%
        2007                              611,309   10.90 to 20.27      $8,561,964          4.56%  0.50% to 1.40%  3.81% to 4.66%
        2006                              638,379   10.51 to 19.49      $8,578,456          4.73%  0.50% to 1.40%  3.45% to 4.34%
        2005                              464,663   10.15 to 18.79      $6,105,579          3.05%  0.50% to 1.10%  1.50% to 2.49%

    High Income Portfolio
        2009                              567,270   10.59 to 32.19      $8,222,313          9.08%  0.50% to 1.40% 42.02% to 44.03%
        2008                              438,603   7.35 to 22.61       $4,685,116          9.38%  0.50% to 1.40% -26.05% to -25.40%
        2007                              447,890   11.14 to 30.48      $6,608,023          8.43%  0.50% to 1.40%  1.42% to 2.30%
        2006                              441,747   10.89 to 29.98      $6,529,175          7.88%  0.50% to 1.40%  9.72% to 10.67%
        2005                              424,213   9.84 to 27.25       $5,811,792         15.05%  0.50% to 1.10%  1.21% to 2.18%

    Equity-Income Portfolio
        2009                            1,117,772   7.40 to 47.88      $18,521,629          2.14%  0.50% to 1.40% 28.39% to 30.16%
        2008                            1,219,709   6.00 to 37.18      $16,111,614          2.48%  0.50% to 1.40% -43.43% to -42.94%
        2007                            1,281,663   13.54 to 65.55     $32,008,838          1.83%  0.50% to 1.40%  0.15% to 1.05%
        2006                            1,360,907   13.53 to 65.29     $34,589,744          3.26%  0.50% to 1.40% 18.52% to 19.57%
        2005                            1,372,700   11.41 to 54.92     $29,885,303          1.62%  0.50% to 1.10%  4.36% to 5.35%

    Growth Portfolio
        2009                            2,870,853   6.51 to 46.37      $33,957,851          0.44%  0.50% to 1.40% 26.57% to 28.34%
        2008                            2,400,150   5.10 to 36.54      $25,918,250          0.82%  0.50% to 1.40% -47.94% to -47.42%
        2007                            2,360,643   9.70 to 69.94      $55,020,668          0.82%  0.50% to 1.40% 25.26% to 26.30%
        2006                            2,400,612   7.68 to 55.70      $47,125,015          0.39%  0.50% to 1.40%  5.41% to 6.31%
        2005                            2,579,112   7.22 to 52.71      $47,945,094          0.49%  0.50% to 1.10%  4.36% to 5.31%

    Overseas Portfolio
        2009                              961,401   7.00 to 29.69      $13,269,182          2.13%  0.50% to 1.40% 24.81% to 26.48%
        2008                              930,713   5.75 to 23.72      $10,762,909          2.71%  0.50% to 1.40% -44.60% to -44.05%
        2007                              943,109   13.12 to 42.68     $20,501,977          3.38%  0.50% to 1.40% 15.75% to 16.73%
        2006                              904,979   11.24 to 36.79     $17,527,874          0.81%  0.50% to 1.40% 16.41% to 17.45%
        2005                              809,978   9.56 to 31.50      $13,703,972          0.54%  0.50% to 1.10% 17.36% to 18.44%

    Mid Cap Portfolio
        2009                            1,060,533   8.47 to 19.29      $19,183,312          0.69%  0.50% to 1.40% 38.19% to 40.07%
        2008                            1,058,412   6.19 to 13.93      $13,975,665          0.47%  0.50% to 1.40% -47.94% to -47.42%
        2007                            1,144,880   17.99 to 23.25     $25,085,489          0.93%  0.50% to 1.40% 14.08% to 15.00%
        2006                            1,136,423   15.77 to 20.34     $21,746,629          0.35%  0.50% to 1.40% 11.13% to 12.19%
        2005                            1,151,188   14.18 to 18.24     $19,713,470          0.00%  0.50% to 1.10% 16.69% to 17.64%

    Freedom Income Portolio
        2009                                4,092   10.06 to 10.28         $41,480          4.42%  0.50% to 1.40% 13.36% to 14.90%
        2008                                2,340    8.87 to 8.95          $20,820          0.00%  0.50% to 1.40%        n/a

    Freedom 2010 Portolio
        2009                                5,158    9.23 to 9.44          $48,016          7.27%  0.50% to 1.40% 22.48% to 24.27%
        2008                                    -    7.54 to 7.60               $0            n/a  0.50% to 1.40%        n/a

    Freedom 2015 Portolio
        2009                                   21    9.08 to 9.30             $192          3.99%  0.50% to 1.40% 23.60% to 25.21%
        2008                                   17    7.36 to 7.43             $129          7.32%  0.50% to 1.40%        n/a

    Freedom 2020 Portolio
        2009                                2,839    8.64 to 8.90          $25,141          5.14%  0.50% to 1.40% 27.28% to 29.03%
        2008                                  494    6.84 to 6.90           $3,412          6.40%  0.50% to 1.40%        n/a

    Freedom 2025 Portolio
        2009                                  587    8.51 to 8.79           $5,088          3.92%  0.50% to 1.40% 28.26% to 30.01%
        2008                                  382    6.70 to 6.76           $2,567          6.76%  0.50% to 1.40%        n/a

    Freedom 2030 Portolio
        2009                               10,619    8.11 to 8.42          $88,558          2.79%  0.50% to 1.40% 29.88% to 31.58%
        2008                                5,638    6.34 to 6.40          $35,917          6.26%  0.50% to 1.40%        n/a

   Fidelity Variable Insurance Products
    Fund II
    Asset Manager Portfolio
        2009                              292,349   8.98 to 34.12       $6,012,210          2.31%  0.50% to 1.40% 27.40% to 29.15%
        2008                              318,417   6.95 to 26.72       $5,177,690          2.69%  0.50% to 1.40% -29.73% to -29.01%
        2007                              336,568   12.78 to 37.91      $8,164,214          6.07%  0.50% to 1.40% 13.90% to 14.89%
        2006                              373,211   11.22 to 33.19      $7,998,925          2.68%  0.50% to 1.40%  5.85% to 6.82%
        2005                              397,720   10.56 to 31.27      $8,036,130          2.65%  0.50% to 1.10%  2.61% to 3.43%

    Investment Grade Bond Portfolio
        2009                              668,254   11.11 to 27.76     $12,176,825          8.80%  0.50% to 1.40% 14.18% to 15.73%
        2008                              672,783   9.61 to 24.26      $10,967,654          4.32%  0.50% to 1.40% -4.62% to -3.77%
        2007                              607,181   11.04 to 25.35     $10,502,350          4.11%  0.50% to 1.40%  2.89% to 3.85%
        2006                              582,393   10.73 to 24.57      $9,801,407          3.96%  0.50% to 1.40%  2.98% to 3.79%
        2005                              610,057   10.42 to 23.80      $9,999,369          3.73%  0.50% to 1.10%  0.77% to 1.68%

    Index 500 Portfolio
        2009                            3,947,522   7.93 to 28.13      $46,832,407          2.44%  0.50% to 1.40% 24.80% to 26.64%
        2008                            3,798,556   6.58 to 22.47      $39,209,782          2.27%  0.50% to 1.40% -37.84% to -37.34%
        2007                            3,626,120   10.82 to 36.06     $64,296,635          3.66%  0.50% to 1.40%  3.83% to 4.95%
        2006                            3,535,542   10.31 to 34.58     $61,924,179          1.63%  0.50% to 1.40% 14.17% to 15.13%
        2005                            3,487,643   8.96 to 30.21      $53,675,538          1.66%  0.50% to 1.10%  3.31 % to 4.25%

    Contrafund Portfolio
        2009                            2,275,618   7.83 to 32.65      $39,962,919          1.34%  0.50% to 1.40% 33.87% to 35.68%
        2008                            2,208,028   6.08 to 24.33      $32,023,672          1.01%  0.50% to 1.40% -43.34% to -42.80%
        2007                            2,151,568   16.26 to 42.79     $59,938,983          0.96%  0.50% to 1.40% 16.03% to 16.98%
        2006                            2,105,016   13.90 to 36.80     $52,594,822          1.29%  0.50% to 1.40% 10.17% to 11.17%
        2005                            2,075,391   12.50 to 33.30     $47,391,065          0.28%  0.50% to 1.10% 15.30% to 16.31%

    Asset Manager: Growth Portfolio
        2009                              286,103   8.31 to 20.20       $3,544,365          1.50%  0.50% to 1.40% 31.05% to 32.98%
        2008                              302,654   6.25 to 15.37       $2,993,258          1.98%  0.50% to 1.40% -36.69% to -36.15%
        2007                              308,124   11.37 to 24.21      $5,291,927          4.22%  0.50% to 1.40% 16.12% to 18.31%
        2006                              318,104   9.61 to 20.57       $4,818,192          2.02%  0.50% to 1.40%  5.86% to 6.64%
        2005                              341,714   9.02 to 19.44       $4,914,827          2.31%  0.50% to 1.10%  2.39% to 3.36%

   Fidelity Variable Insurance Products
    Fund III
    Balanced Portfolio
        2009                              296,206   9.12 to 15.56       $4,224,742          1.87%  0.50% to 1.40% 36.73% to 38.63%
        2008                              299,149   6.69 to 11.35       $3,200,918          1.85%  0.50% to 1.40% -34.90% to -34.29%
        2007                              299,672   12.95 to 17.38      $5,041,173          3.38%  0.50% to 1.40%  7.56% to 8.46%
        2006                              302,179   12.04 to 16.12      $4,752,048          1.95%  0.50% to 1.40% 10.02% to 11.17%
        2005                              294,362   10.93 to 14.59      $4,183,466          2.44%  0.50% to 1.10%  1.35% to 4.85%

    Growth & Income Portfolio
        2009                              602,614   7.42 to 14.93       $7,092,988          1.07%  0.50% to 1.40% 25.39% to 27.30%
        2008                              577,902   6.14 to 11.87       $5,926,268          1.23%  0.50% to 1.40% -42.46% to -41.98%
        2007                              581,880   12.60 to 20.58     $11,350,680          1.88%  0.50% to 1.40% 10.58% to 11.50%
        2006                              569,906   11.30 to 18.56     $10,184,116          0.82%  0.50% to 1.40% 11.62% to 12.66%
        2005                              511,748   10.03 to 16.58      $8,188,594          1.44%  0.50% to 1.10%  6.08% to 7.05%

    Growth Opportunities Portfolio
        2009                              812,587   6.64 to 10.03       $6,139,897          0.47%  0.50% to 1.40% 43.94% to 45.74%
        2008                              771,805    4.70 to 6.95       $4,465,907          0.43%  0.50% to 1.40% -55.68% to -55.20%
        2007                              736,093   10.49 to 15.63     $10,781,475          0.00%  0.50% to 1.40% 21.18% to 22.55%
        2006                              751,812   8.56 to 12.83       $9,343,810          0.68%  0.50% to 1.40%  4.30% to 4.91%
        2005                              792,034   8.15 to 12.30       $9,422,551          0.88%  0.50% to 1.10%  7.33% to 8.35%

   American Century Variable
    Portfolios, Inc.
    Balanced Fund
        2009                              172,477   9.19 to 15.76       $2,560,358          5.19%  0.50% to 1.40% 13.86%' to 15.42%
        2008                              199,113   8.09 to 13.80       $2,644,260          2.64%  0.50% to 1.40% -21.39% to -20.68%
        2007                              211,556   12.48 to 17.52      $3,636,481          2.12%  0.50% to 1.40%  3.48% to 4.37%
        2006                              199,428   12.06 to 16.88      $3,297,904          1.76%  0.50% to 1.40%  8.12% to 9.08%
        2005                              178,854   11.15 to 15.57      $2,721,054          1.74%  0.50% to 1.10%  3.47% to 4.42%

    Capital Appreciation Fund
        2009                              330,880   7.53 to 19.76       $5,417,524          0.80%  0.50% to 1.40% 35.13% to 37.13%
        2008                              337,485   5.71 to 14.58       $4,287,827          0.00%  0.50% to 1.40% -46.91% to -46.17%
        2007                              353,644   16.05 to 27.39      $8,669,898          0.00%  0.50% to 1.40% 43.74% to 44.99%
        2006                              316,756   11.07 to 18.99      $5,516,568          0.00%  0.50% to 1.40% 15.68% to 16.67%
        2005                              317,072   9.48 to 16.38       $4,745,135          0.00%  0.50% to 1.10% 20.39% to 21.49%

    International Fund
        2009                            1,304,784   7.25 to 15.47      $16,433,805          1.93%  0.50% to 1.40% 31.92% to 33.66%
        2008                            1,295,590   5.53 to 11.69      $13,140,038          0.85%  0.50% to 1.40% -45.60% to -45.08%
        2007                            1,353,156   10.78 to 21.43     $26,670,007          0.65%  0.50% to 1.40% 16.45% to 17.43%
        2006                            1,227,537   9.18 to 18.36      $21,164,022          1.43%  0.50% to 1.40% 23.33% to 24.46%
        2005                            1,034,702   7.37 to 14.84      $14,404,355          0.99%  0.50% to 1.10% 11.72% to 12.61%

    Value Fund
        2009                            1,017,241   8.59 to 19.92      $18,477,916          5.26%  0.50% to 1.40% 18.17% to 19.80%
        2008                            1,002,237   7.54 to 16.80      $15,683,190          2.44%  0.50% to 1.40% -27.74% to -27.13%
        2007                              977,442   12.33 to 23.20     $21,332,296          1.59%  0.50% to 1.40% -6.45% to -5.61%
        2006                              880,295   13.18 to 24.73     $20,610,685          1.26%  0.50% to 1.40% 17.00% to 18.05%
        2005                              766,651   11.26 to 21.07     $15,382,309          0.78%  0.50% to 1.10%  3.54% to 4.48%

    Income & Growth Fund
        2009                              182,151   7.67 to 11.66       $1,884,723          4.47%  0.50% to 1.40% 16.42% to 18.03%
        2008                              181,676    6.88 to 9.96       $1,767,576          2.08%  0.50% to 1.40% -35.45% to -34.89%
        2007                              200,375   11.35 to 15.37      $3,033,407          1.85%  0.50% to 1.40% -1.45% to -0.61%
        2006                              216,685   11.42 to 15.52      $3,316,030          1.68%  0.50% to 1.40% 15.48% to 16.53%
        2005                              210,330   9.80 to 13.37       $2,770,134          1.92%  0.50% to 1.10%  3.21% to 4.14%

   MFS Variable Insurance Trust
    Growth Series
        2009                            1,340,983   6.10 to 12.91      $13,641,268          0.23%  0.50% to 1.40% 35.76% to 37.71%
        2008                              893,304    4.45 to 9.46       $7,525,964          0.24%  0.50% to 1.40% -38.29% to -37.76%
        2007                              924,603   7.15 to 15.26      $13,216,107          0.00%  0.50% to 1.40% 19.54% to 20.57%
        2006                              958,839   5.93 to 12.70      $11,600,497          0.00%  0.50% to 1.40%  6.43% to 7.43%
        2005                            1,037,662   5.52 to 11.88      $11,576,518          0.00%  0.50% to 1.10%  7.70% to 8.66%

    Investors Trust Series
        2009                              135,473   8.43 to 11.75       $1,461,656          1.59%  0.50% to 1.40% 25.16% to 26.96%
        2008                              136,107    6.79 to 9.39       $1,223,835          0.86%  0.50% to 1.40% -34.01% to -33.39%
        2007                              145,254   11.59 to 14.23      $1,980,718          0.84%  0.50% to 1.40%  8.79% to 9.75%
        2006                              154,359   10.56 to 13.08      $1,931,782          0.48%  0.50% to 1.40% 11.46% to 12.46%
        2005                              155,812   9.39 to 11.74       $1,741,627          0.55%  0.50% to 1.10%   5.2% to 6.70%

    New Discovery Series
        2009                              324,990   9.88 to 22.25       $5,873,746          0.00%  0.50% to 1.40% 60.90% to 63.13%
        2008                              428,452   6.19 to 13.76       $5,411,177          0.00%  0.50% to 1.40% -40.18% to -39.66%
        2007                              315,893   10.64 to 22.88      $6,841,325          0.00%  0.50% to 1.40%  1.14% to 2.01%
        2006                              325,086   10.43 to 22.52      $7,112,418          0.00%  0.50% to 1.40% 11.68% to 12.67%
        2005                              342,995   9.26 to 20.07       $6,696,977          0.00%  0.50% to 1.10%  3.80% to 4.72%

    Research Series
        2009                              326,000   8.32 to 12.19       $3,637,241          1.37%  0.50% to 1.40% 28.73% to 30.51%
        2008                              351,987    6.57 to 9.42       $3,229,160          0.54%  0.50% to 1.40% -36.97% to -36.39%
        2007                              392,975   10.58 to 14.87      $5,759,688          0.70%  0.50% to 1.40% 11.62% to 12.67%
        2006                              413,983   9.39 to 13.26       $5,420,357          0.49%  0.50% to 1.40%  9.00% to 9.89%
        2005                              420,222   8.55 to 12.11       $5,018,980          0.45%  0.50% to 1.10%  6.31% to 7.21%

    Total Return Series
        2009                               12,267    8.65 to 9.37         $107,239          4.10%  0.50% to 1.40% 16.39% to 17.97%
        2008                                7,283    7.43 to 7.94          $54,520          1.85%  0.50% to 1.40% -23.16% to -22.53%
        2007                                  614    9.67 to 9.72           $5,959          0.00%  0.50% to 1.40% -3.30% to -2.80%

    Utilities Series
        2009                              291,019    8.15 to 8.69       $2,504,063          4.46%  0.50% to 1.40% 31.46% to 33.14%
        2008                              183,344    6.12 to 6.55       $1,194,358          1.55%  0.50% to 1.40% -38.59% to -38.03%
        2007                               62,536   10.52 to 10.57        $659,438          0.00%  0.50% to 1.40%  5.20% to 5.70%

   Lord Abbett Series Fund, Inc.
    Growth and Income Portfolio
        2009                              670,325   7.48 to 15.00       $9,374,073          0.95%  0.50% to 1.40% 17.29% to 18.98%
        2008                              692,892   6.74 to 12.73       $8,396,938          1.51%  0.50% to 1.40% -37.32% to -36.77%
        2007                              728,419   13.29 to 20.20     $14,240,492          1.25%  0.50% to 1.40%  2.00% to 2.95%
        2006                              744,797   13.03 to 19.70     $14,247,013          1.32%  0.50% to 1.40% 15.72% to 16.66%
        2005                              688,230   11.26 to 16.95     $11,373,221          1.02%  0.50% to 1.10%  1.81% to 2.74%

    Mid-Cap Value Portfolio
        2009                              611,409   7.62 to 20.52      $12,081,813          0.46%  0.50% to 1.40% 24.88% to 26.71%
        2008                              675,933   6.42 to 16.28      $10,682,778          1.27%  0.50% to 1.40% -40.22% to -39.68%
        2007                              747,403   13.60 to 26.99     $19,623,648          0.47%  0.50% to 1.40%  -0.79% to 0.07%
        2006                              699,339   13.70 to 27.07     $18,531,601          0.51%  0.50% to 1.40% 10.67% to 11.69%
        2005                              696,162   12.38 to 24.34     $16,637,131          0.49%  0.50% to 1.10%  6.72% to 7.66%

    International Portfolio
        2009                              509,014   7.01 to 12.43       $5,208,258          1.55%  0.50% to 1.40% 44.85% to 47.01%
        2008                              510,049    5.21 to 8.58       $3,617,364          0.57%  0.50% to 1.40% -52.17% to -51.74%
        2007                              561,603   12.06 to 17.94      $8,381,975          0.92%  0.50% to 1.40%  3.14% to 4.15%
        2006                              531,323   11.58 to 17.37      $7,649,418          0.46%  0.50% to 1.40% 27.32% to 28.52%
        2005                              420,692   9.01 to 13.64       $4,732,183          0.00%  0.50% to 1.10% 24.82% to 26.01%

    America Value Portfolio
        2009                               14,493    8.35 to 9.37         $122,203          3.90%  0.50% to 1.40% 21.70% to 23.36%
        2008                               10,780    6.86 to 7.60          $74,280          6.26%  0.50% to 1.40% -27.18% to -26.61%
        2007                                4,399    9.42 to 9.47          $41,530          5.65%  0.50% to 1.40% -5.80% to -5.30%

   Alger American Fund
    LargeCap Growth Portfolio
        2009                            1,513,751   7.09 to 11.17      $10,963,637          0.65%  0.50% to 1.40% 45.58% to 47.61%
        2008                            1,557,697    4.85 to 7.67       $7,741,324          0.23%  0.50% to 1.40% -46.92% to -46.42%
        2007                            1,585,231   9.08 to 14.45      $14,673,255          0.34%  0.50% to 1.40% 18.35% to 19.41%
        2006                            1,346,039   7.64 to 12.22      $10,461,666          0.12%  0.50% to 1.40%  3.69% to 4.61%
        2005                            1,066,741   7.33 to 11.78       $7,928,119          0.00%  0.50% to 1.10% 10.46% to 11.55%

    MidCap Growth Portfolio
        2009                              724,562   6.48 to 10.47       $6,479,792          0.00%  0.50% to 1.40% 49.57% to 51.74%
        2008                              782,137    4.73 to 7.00       $4,679,573          0.17%  0.50% to 1.40% -58.92% to -58.59%
        2007                              789,015   14.31 to 17.04     $11,389,000          0.00%  0.50% to 1.40% 29.78% to 30.82%
        2006                              778,361   10.97 to 13.14      $8,615,830          0.00%  0.50% to 1.40%  8.62% to 9.66%
        2005                              805,070   10.05 to 12.09      $8,153,666          0.00%  0.50% to 1.10%  8.32% to 9.23%

    Capital Appreciation Portfolio
        2009                              958,937   8.39 to 15.16       $8,265,722          0.00%  0.50% to 1.40% 48.95% to 51.01%
        2008                            1,042,714   5.67 to 10.18       $5,996,510          0.00%  0.50% to 1.40% -45.88% to -45.39%
        2007                            1,126,168   10.42 to 18.81     $11,917,522          0.00%  0.50% to 1.40% 31.07% to 32.96%
        2006                            1,054,775   7.87 to 14.28       $8,452,271          0.00%  0.50% to 1.40% 17.65% to 19.35%
        2005                            1,055,676   6.66 to 12.14       $7,075,574          0.00%  0.50% to 1.10% 12.81% to 13.94%

    SmallCap Growth Portfolio
        2009                              718,168   7.82 to 13.21       $5,934,640          0.00%  0.50% to 1.40% 43.46% to 45.54%
        2008                              771,360    5.61 to 9.21       $4,438,741          0.00%  0.50% to 1.40% -47.34% to -46.89%
        2007                              886,475   10.61 to 17.49      $9,606,349          0.00%  0.50% to 1.40% 14.95% to 16.67%
        2006                              899,227   9.13 to 15.12       $8,441,665          0.00%  0.50% to 1.40% 18.40% to 20.24%
        2005                            1,056,935   7.67 to 12.77       $8,206,483          0.00%  0.50% to 1.10% 15.25% to 16.31%


   AIM Variable Insurance Funds
    Financial Services Fund
        2009                              117,610    4.95 to 5.91         $647,049          3.47%  0.50% to 1.40% 25.56% to 27.55%
        2008                              112,331    3.96 to 4.63         $323,569          2.84%  0.50% to 1.40% -59.96% to -59.66%
        2007                              125,008   9.89 to 11.08       $1,352,748          1.88%  0.50% to 1.40% -23.33% to -22.63%
        2006                              119,437   12.90 to 14.32      $1,676,905          1.54%  0.50% to 1.40% 14.91% to 15.86%
        2005                              102,271   11.22 to 12.36      $1,245,177          1.41%  0.50% to 1.10%  4.43% to 5.37%

    Global Health Care Fund
        2009                               95,475   6.54 to 12.59       $1,164,469          0.32%  0.50% to 1.40% 19.69% to 27.68%
        2008                              115,741    7.67 to 9.91       $1,125,638          0.00%  0.50% to 1.40% -29.61% to -28.96%
        2007                              129,368   12.46 to 13.95      $1,770,058          0.00%  0.50% to 1.40%  6.14% to 11.24%
        2006                              132,604   11.29 to 12.54      $1,692,934          0.00%  0.50% to 1.40%  3.77% to 8.97%
        2005                              116,745   10.88 to 11.97      $1,376,465          0.00%  0.50% to 1.10%  6.67% to 7.55%

    International Growth Fund
        2009                              535,163    7.89 to 8.37       $4,296,126          1.60%  0.50% to 1.40% 33.47% to 35.16%
        2008                              455,018    5.91 to 6.19       $2,711,172          0.81%  0.50% to 1.40% -48.35% to -48.32%
        2007                              231,201   10.06 to 10.11      $2,333,557          0.68%  0.50% to 1.40%  0.60% to 1.10%

   Van Eck Worldwide Insurance Trust
    Worldwide Hard Assets Fund
        2009                              466,487   7.02 to 34.69      $13,809,699          0.23%  0.50% to 1.40% 55.35% to 57.50%
        2008                              353,372   4.46 to 22.13       $7,541,921          0.34%  0.50% to 1.40% -46.86% to -46.40%
        2007                              354,287   32.82 to 41.29     $14,276,656          0.10%  0.50% to 1.40% 42.40% to 44.62%
        2006                              289,879   22.90 to 28.55      $8,136,910          0.06%  0.50% to 1.40% 22.77% to 24.72%
        2005                              228,817   18.64 to 23.05      $5,176,284          0.20%  0.50% to 1.10% 49.51% to 50.92%

    Worldwide Real Estate Fund
        2009                                    -    6.06 to 7.40               $0          0.00%  0.50% to 1.40% 41.35% to 43.32%
        2008                              170,826    4.71 to 5.19         $883,177          5.81%  0.50% to 1.40% -55.68% to -55.30%
        2007                              174,236   11.44 to 11.61      $2,013,027          0.98%  0.50% to 1.40%  -0.52% to 0.35%
        2006                              142,282   11.50 to 11.57      $1,642,088          0.00%  0.50% to 1.40% 15.00% to 15.70%

   PIMCO Variable Insurance Trust
    Total Return Portfolio
        2009                            1,970,394   11.56 to 14.31     $27,862,716          4.83%  0.50% to 1.40% 12.46% to 14.08%
        2008                            1,819,366   10.13 to 12.61     $22,479,921          4.98%  0.50% to 1.40%  3.39% to 4.30%
        2007                            1,207,033   11.50 to 12.09     $14,304,515          4.70%  0.50% to 1.40%  7.28% to 8.24%
        2006                              886,475   10.72 to 11.17      $9,745,775          4.48%  0.50% to 1.40%  2.74% to 3.31%
        2005                              624,688   10.47 to 10.81      $6,676,613          3.80%  0.50% to 1.10%  0.97% to 1.90%

    Low Duration Portfolio
        2009                              169,222   11.10 to 12.62      $2,102,392          3.50%  0.50% to 1.40% 11.74% to 13.35%
        2008                              165,525   9.79 to 11.19       $1,838,160          4.27%  0.50% to 1.40% -1.75% to -0.89%
        2007                              158,305   10.71 to 11.29      $1,774,207          4.52%  0.50% to 1.40%  2.88% to 6.91%
        2006                              141,883   10.28 to 10.57      $1,490,374          3.97%  0.50% to 1.40%  2.62% to 3.40%
        2005                              108,330   10.05 to 10.21      $1,100,561          2.71%  0.50% to 1.10%  -0.42% to 0.52%

    High Yield Portfolio
        2009                              164,574   10.56 to 14.68      $2,388,610         12.72%  0.50% to 1.40% 38.48% to 40.41%
        2008                              125,391   7.52 to 10.51       $1,292,791          8.29%  0.50% to 1.40% -24.61% to -23.90%
        2007                              134,868   12.23 to 13.81      $1,829,459          7.45%  0.50% to 1.40%  1.47% to 2.57%
        2006                              119,742   11.98 to 13.41      $1,582,985          6.43%  0.50% to 1.40%  7.55% to 10.20%
        2005                               92,110   11.13 to 12.35      $1,126,787          6.56%  0.50% to 1.10%  2.68% to 3.61%

    Real Return Portfolio
        2009                              409,876   10.53 to 13.95      $5,612,147          3.06%  0.50% to 1.40% 16.75% to 18.36%
        2008                              386,417   8.90 to 11.84       $4,495,899          4.03%  0.50% to 1.40% -8.30% to -7.57%
        2007                              324,306   11.69 to 12.81      $4,087,737          4.55%  0.50% to 1.40%  9.15% to 11.10%
        2006                              281,314   10.71 to 11.63      $3,227,004          4.36%  0.50% to 1.40% -0.70% to -0.26%
        2005                              219,713   10.79 to 11.61      $2,517,402          2.81%  0.50% to 1.10%  0.70% to 1.15%

    Stocks Plus Growth and Income
        2009                                    -    5.71 to 6.00               $0          0.00%  0.50% to 1.40%  -1.34% to 1.11%
        2008                                    -    5.93 to 5.98           $1,626          0.00%  0.50% to 1.40%        n/a

    SmallCap Stocks Plus Total Return
        2009                                    -    8.94 to 9.14               $0         19.40%  0.50% to 1.40% 30.35% to 31.94%
        2008                                1,642    6.87 to 6.93          $11,320          4.33%  0.50% to 1.40%        n/a

   Goldman Sachs Variable Insurance Trust
    Structured Small Cap Equity Fund
        2009                              374,699    6.78 to 7.08       $2,556,517          1.20%  0.50% to 1.40%  2.21% to 29.03%
        2008                              339,271    5.31 to 6.93       $1,825,680          0.76%  0.50% to 1.40% -34.85% to -34.42%
        2007                              308,589    8.15 to 8.28       $2,537,465         16.64%  0.50% to 1.40% -17.68% to -16.89%
        2006                               93,125    9.90 to 9.96         $925,229          0.00%  0.50% to 1.40% -1.00% to -0.37%

    Growth & Income Fund
        2009                              586,858    6.95 to 7.77       $4,169,697          1.91%  0.50% to 1.40% 16.68% to 18.38%
        2008                              458,759    5.96 to 6.56       $2,757,610          3.25%  0.50% to 1.40% -35.43% to -34.84%
        2007                              192,047    9.23 to 9.27       $1,777,607         22.11%  0.50% to 1.40% -7.70% to -7.30%

   Neuberger Berman Advisors Management Trust
    Agency Regency Portfolio
        2009                               11,332    7.91 to 8.27          $92,288          0.62%  0.50% to 1.40% 44.64% to 46.51%
        2008                               46,000    5.41 to 5.67         $258,257          1.24%  0.50% to 1.40% -46.58% to -46.15%
        2007                               50,874   10.24 to 10.53        $531,953          4.32%  0.50% to 1.40%  0.69% to 2.83%
        2006                               23,315   10.06 to 10.24        $238,137          0.00%  0.50% to 1.40%  1.70% to 2.40%

   Premier VIT
    NACM Small Cap Portfolio
        2009                               45,527    6.68 to 8.84         $314,436          0.06%  0.50% to 1.40% 12.28% to 44.29%
        2008                               54,979    5.95 to 6.13         $332,420          0.00%  0.50% to 1.40% -42.46% to -41.94%
        2007                               37,077   10.34 to 10.49        $385,849          0.00%  0.50% to 1.40%  -0.67% to 0.19%
        2006                               41,855   10.41 to 10.47        $437,004          0.00%  0.50% to 1.40%  4.10% to 4.70%

   ProFunds VP
    Japan
        2009                                9,770    5.31 to 7.03          $52,902          0.72%  0.50% to 1.40%  8.84% to 10.41%
        2008                               12,576    4.88 to 6.37          $61,897         17.00%  0.50% to 1.40% -41.70% to -41.14%
        2007                                8,415    8.37 to 8.41          $70,629          0.00%  0.50% to 1.40% -16.30% to -15.90%

    Oil & Gas
        2009                              187,460    5.86 to 7.90       $1,532,031          0.00%  0.50% to 1.40%  2.11% to 14.87%
        2008                              138,261    5.74 to 6.88         $943,914          0.00%  0.50% to 1.40% -37.86% to -37.23%
        2007                               32,711   10.91 to 10.96        $357,927          0.00%  0.50% to 1.40%  9.10% to 9.60%

    Small-Cap
        2009                               29,883    6.91 to 8.54         $221,592          0.24%  0.50% to 1.40% 18.76% to 20.48%
        2008                               27,115    5.82 to 7.09         $158,936          0.00%  0.50% to 1.40% -31.69% to -31.07%
        2007                                6,275    8.52 to 8.56          $53,582          0.00%  0.50% to 1.40% -14.80% to -14.40%

    Ultra Mid-Cap
        2009                               38,155    4.41 to 5.41         $172,244          0.06%  0.50% to 1.40% 63.23% to 66.03%
        2008                               26,469    2.70 to 3.26          $71,736          1.59%  0.50% to 1.40% -67.86% to -67.69%
        2007                               14,937    8.40 to 8.45         $125,780          0.00%  0.50% to 1.40% -16.00% to -15.50%

   Vanguard Variable Insurance Funds
    Balanced
        2009                               43,292    9.32 to 9.53         $408,802          4.08%  0.50% to 1.40% 21.19% to 22.97%
        2008                               28,195    7.69 to 7.75         $217,908          0.00%  0.50% to 1.40%        n/a

    Total Bond Market Index
        2009                               13,469   10.72 to 11.08        $145,893          6.65%  0.50% to 1.40%  4.48% to 5.91%
        2008                               38,982   10.26 to 10.35        $402,638          0.00%  0.50% to 1.40%        n/a

    High Yield Bond
        2009                               22,162   10.42 to 10.82        $233,944          7.31%  0.50% to 1.40% 36.94% to 38.76%
        2008                                1,345    7.61 to 7.68          $10,268          0.00%  0.50% to 1.40%        n/a

    International
        2009                              428,651    7.72 to 7.90       $3,339,477          3.05%  0.50% to 1.40% 40.69% to 42.84%
        2008                              227,755    5.49 to 5.53       $1,252,399          0.00%  0.50% to 1.40%        n/a

    Mid-Cap Index
        2009                              236,872    8.09 to 8.28       $1,933,730          1.42%  0.50% to 1.40% 38.32% to 40.26%
        2008                              134,238    5.85 to 5.90         $786,714          0.00%  0.50% to 1.40%        n/a

    REIT Index
        2009                               55,505    7.43 to 7.71         $416,328          2.73%  0.50% to 1.40% 27.46% to 29.25%
        2008                               19,702    5.83 to 5.88         $115,341          0.00%  0.50% to 1.40%        n/a

    Small Company Growth
        2009                              236,102    8.43 to 9.35       $2,176,091          0.90%  0.50% to 1.40% 37.47% to 39.33%
        2008                              142,004    6.65 to 6.71         $946,871          0.00%  0.50% to 1.40%        n/a

    Short Term Investment Grade
        2009                               62,384   10.62 to 10.92        $670,277          3.61%  0.50% to 1.40% 12.28% to 13.86%
        2008                                  994    9.46 to 9.54           $9,432          0.00%  0.50% to 1.40%        n/a

    Total Stock Market Index
        2009                               49,988    7.99 to 8.36         $412,374          3.58%  0.50% to 1.40% 26.55% to 28.22%
        2008                               12,115    6.46 to 6.52          $78,662          0.00%  0.50% to 1.40%        n/a



       *     The Investment Income Ratio represents the dividends, excluding
             distributions of capital gains, received by the portfolio, net of
             management fees assessed by the fund manager, divided by the
             average net assets. This ratio excludes those expenses, such as
             mortality and expense charges, that result in direct reductions in
             the unit values. The recognition of investment income is affected
             by the timing of the declaration of dividends.


       **    The Expense Ratio represents the annualized contract expenses of
             each portfolio within the Separate Account, consisting primarily of
             mortality and expense charges, for each period indicated. The
             ratios include only those expenses that result in a direct
             reduction to unit values. Charges made directly to contract owner
             accounts through the redemption of units and expenses of the
             underlying fund are excluded.


       ***   The Total Return is calculated as the change in the unit value of
             the underlying portfolio, and reflects deductions for all items
             included in the expense ratio. The total return does not include
             any expenses assessed through the redemption of units; inclusion of
             these expenses in the calculation would result in a reduction in
             the total return presented. For newly introduced portfolios, the
             total return for the first year is calculated as the percentage of
             change from inception to the end of the period.

 

PART C

OTHER INFORMATION

Item 26.      Exhibits

(a)   Board of Directors Resolutions.

Resolution of the Board of Directors of Midland National Life establishing the Separate Account A (2)

(b)   Custodian Agreements.  Not Applicable

(c)   Underwriting Contracts.

(1)   Form of Principal Underwriting Agreement (9)

(2)   Form of Selling Agreement (9)

(3)   Form of Commission schedule (9)

(d)   Contracts.

        Form of Contract (6)

(e)   Applications.

               Application Form. (5)

(f)    Depositor’s Certificate of Incorporation and By-Laws.

(1)   Articles of Incorporation of Midland National Life. (2)

(2)   By-Laws of Midland National Life. (2)

(g)Reinsurance Contracts.

Form of Reinsurance Contract (9)

(h)   Participation Agreements.

1.   (a)     Form of Participation Agreements between Midland National Life Insurance Company and  Fidelity Distributors Corporation/Variable Insurance Products Fund, and Variable Products Fund II. (1)

      (b)     Amendments to Participation Agreements for Fidelity Distributors Corporation/Variable Insurance Products Fund, and Variable Products Fund II. (1)

      (c)     Form of Participation Agreement between Midland National Life Insurance Company and Fidelity Distributors Corporation/Variable Insurance Products Fund III. (2)

      (d)     Form of Participation Agreement between Midland National Life Insurance Company and American Century Investment Services, Inc. (1)          

      (e)     Form of Participation Agreement between Midland National Life Insurance Company and  Lord Abbett Series Funds, Inc. (3)

      (f)      Amendments to Participation Agreement for Lord Abbett Series Funds, Inc. (4)           

      (g)     Form of Participation Agreement between Midland National Life Insurance Company and  Massachusetts Financial Variable Insurance Trusts. (3)

      (h)     Form of Participation Agreement between Midland National Life Insurance Company and Fred Alger Management, Inc. (7)

      (i)      Amendments to Participation Agreement for Fidelity Distributors Corporation/Variable Insurance Products Fund III. (7)

      (j)      Form of Participation Agreement between Midland National Life Insurance Company and Van Eck Global Worldwide Insurance Trust. (8)

      (k)     Form of Participation Agreement between Midland National Life Insurance Company and Pacific Investment Management Company LLC. (9)

      (l)      Form of Participation Agreement between Midland National Life Insurance Company and AIM Distributors, Inc. (13)

      (m)    Form of Participation Agreement between Midland National Life Insurance Company and Goldman Sachs Variable Insurance Trust. (11)

      (n)     Form of Participation Agreement between Midland National Life Insurance Company and PIMCO Advisors VIT. (11)

      (o)     Form of Participation Agreement between Midland National Life Insurance Company and Neuberger Berman Advisers Management Trust. (11)

      (p)     Amendments to Participation Agreement for Van Eck Global Worldwide Insurance Trust. (12)

(q)     Amendment to Participation Agreement for Goldman Sachs Variable Insurance Trust. (13)

(r)      Amendment to Participation Agreement between Midland National Life Insurance Company and Premier VIT (formerly PIMCO Advisors VIT)and Allianz Global Investors Distributors LLC. (14)

(s)     Form of Participation Agreement between Midland National Life Insurance Company and ProFund Advisors, LLC. (15)

(t)Amendment to Participation Agreement for ProFund Advisors, LLC. (17)

(u)Participation Agreement between Midland National Life Insurance Company and Vanguard Variable Insurance Fund and The Vanguard Group, Inc. and Vanguard Marketing Corporation. (17)

(v)Amendment to, Novation Agreement, Participation Agreement between Midland National Life Insurance Company and American Century Investment Services Inc. (19)

 (i)   Administrative Contracts. Not Applicable.

(j)    Other Material Contracts. 

(a)AIM Fund Intermediary Agreement Regarding Compliance with SEC Rule 22c-2 between Midland National Life Insurance Company and A I M Investment Services, Inc.   (16)

(b)Rule 22c-2 Agreement between Midland National Life Insurance Company and Fred Alger & Company, Inc.   (16)

(c)Shareholder Information Agreement between Midland National Life Insurance Company and American Century Investment Services, Inc.   (16)

(d)SEC Rule 22c-2 Amendment to Participation Agreement between Midland National Life Insurance Company and Fidelity Distributors Corporation.   (16)

(e)Variable Annuity Shareholder Information Agreement between Midland National Life Insurance Company and Goldman Sachs Variable Insurance Trust.  (16)

(f)Rule 22c-2 Agreement between Midland National and Lord Abbett Distributor LLC.  (16)

(g)Rule 22c-2 Shareholder Information Agreement between Midland National and MFS Fund Distributors Inc.  (16)

(h)Rule 22c-2 Shareholder Information Access Agreement between Midland National and Neuberger Berman Management Inc.  (16)

(i)Rule 22c-2 Amendment to Participation Agreement between Midland National and Allianz Global Investors Distributors, Inc., principal underwriters for Premier VIT and PIMCO Variable Insurance Trust.  (16)

(j)Shareholder Information Agreement between Midland National and Van Eck Securities Corporation.  (16)

(k)   Legal Opinion.

               (1) Opinion and Consent (19)

                (2) Power of Attorney (19)

(l)    Actuarial Opinion Not Applicable

(m)  IllustrationCalculations. (10)

(n)   Other Opinions.

(1)   Consent of Sutherland Asbill & Brennan LLP (19)

(2)   Consent of Independent Registered Public Accounting Firm(19)

(o)Omitted Financial Statements.  Not Applicable.

(p)   Initial Capital Agreements.Not Applicable.

(q)   Redeemability Exemption.  Memorandum describing Midland National Life’s issuance, transfer and redemption procedures for the Contract. (17)

__________

(1)     Incorporated herein by reference to Pre-Effective Amendment No. 2 for Form S-6 filed on April   

        23, 1997 (File No. 333-14061)

(2)     Incorporated herein by reference to Post-Effective Amendment No. 1 for Form S-6 on    

        April 28, 1998 (File No. 333-14061)

(3)     Incorporated herein by reference to Post-Effective Amendment No. 3 for Form S-6 on   

         April 29, 1999 (File No. 333-14061)

(4)     Incorporated herein by reference to Pre-Effective Amendment No. 1 for Form S-6 on  

         August 31, 1999 (File No. 333-80975)

(5)    Incorporated herein by reference to Post-Effective Amendment No. 4 for Form S-6 on  

         February 17, 2000 (File No. 333-14061)

(6)     Incorporated herein by reference to Post-Effective Amendment No. 5 for Form S-6 on April 28, 2000 (File No. 333-14061)

(7)    Incorporated herein by reference to Post-Effective Amendment No. 6 for Form S-6 on   

        February 15, 2001 (File No. 333-14061)

(8)     Incorporated herein by reference to Pre-Effective Amendment No. 1 for Form N-4 on January 14, 2002 (File No. 333-71800)

(9)     Incorporated herein by reference to Post-Effective Amendment No. 11 for Form N-6 on April 29, 2003 (File No. 333-14061)

(10)   Incorporated herein by reference to Post-Effective Amendment No. 13 for Form N-6 on April 29, 2004 (File No. 333-14061)

(11)   Incorporated herein by reference to Post-Effective Amendment No. 6 for Form N-4 on April 29, 2005 (File 3 No. 33-108437)

(12)   Incorporated herein by reference to Post-Effective Amendment No. 5 for Form N-4 on November 24, 2004 (File No. 333-108437)

(13)   Incorporated herein by reference to Post-Effective Amendment No. 10 for Form N-6 on April 26, 2006 (File No. 333-58300)

(14)   Incorporated herein by reference to Post-Effective Amendment No. 11 for Form N-6 on April 26, 2007 (File No. 333-58300)

(15)Incorporated herein by reference to Post-Effective Amendment No. 1 for Form N-4 on April 28, 2006 (File No. 333-128910)

(16)Incorporated herein by reference to Post-Effective Amendment No. 12 for Form N-6 on April 28, 2008 (File No. 333-58300)

(17)Incorporated herein by reference to Post-Effective Amendment No. 6 for Form N-6 on April 29, 2009 (File No. 333-148111)

(18)Incorporated herein by reference to Post-Effective Amendment No. 18 for Form N-4 on April 28, 2010 (File No. 333-71800)

(19)     Filed herewith

(20)     To be filed by amendment

Item 27.  Directors and Officers of the Depositor

Name and Principal Business Address*	Position and Offices with Depositor
Michael M. Masterson......................................................................	Chairman - Director
John J. Craig II.....................................................................................	Senior Vice President – Chief Financial Officer & Treasurer - Director
Robert W. Korba.................................................................................	Director
David E. Sams......................................................................................	Director
Steven C. Palmitier***.......................................................................	President and Chief Operating Officer – Director
Stephen P. Horvat, Jr***...................................................................	Senior Vice President – Legal
Donald T. Lyons**............................................................................	Senior Vice President and Corporate Actuary
Melody R.J. Jensen............................................................................	Vice President, General Counsel and Secretary
Thomas C. Stavropoulos***............................................................	Vice President and Chief Compliance Officer
Gary J. Gaspar***...............................................................................	Senior Vice President and Chief Information Officer
Esfandyar E. Dinshaw**...................................................................	Chief Executive Officer - Director
Gary W. Helder....................................................................................	Vice President, Operational Effectiveness
Robert W. Buchanan..........................................................................	Vice President, New Business and Underwriting
Timothy A. Reuer...............................................................................	Vice President, Product Development
Robert R. Tekolste..............................................................................	Executive Vice President
Teresa A. Silvius***	Assistant Vice President Variable Compliance & 38a-1 CCO
Gregory S. Helms................................................................................	2nd Vice President, Claims and Benefits Administration
Cindy Reed**......................................................................................	President, Annuity Division
Ronald J. Markway**........................................................................	Vice President, New Business – Annuity Division
Michael L. Yanacheak**...................................................................	2nd Vice President, Product Development, Annuity Division
Teri L. Ross**.....................................................................................	Vice President, Variable Services
Richard T. Hicks..................................................................................	Assistant Vice President, Systems Administration and Policy Accounting
Randy D. Shaull..................................................................................	Assistant Vice President and Actuary

 * Unless noted otherwise, the principal business address for each officer and director is One Sammons Plaza, Sioux Falls, SD 57193-9991

**   Annuity Division, 4601 Westown Parkway, Suite 300, West Des Moines, IA 50266

*** 525 W. Van Buren, Chicago, IL 60607

Item 28.  Persons Controlled by or Under Common Control With the Depositor or Registrant

The Depositor, Midland National Life Insurance Company (Midland) is an indirect subsidiary of Sammons Enterprises, Inc.  The Registrant is a segregated asset account of Midland.  Sammons Enterprises, Inc. is owned by The Charles A. Sammons 1987 Charitable Remainder Trust Number Two.  Other direct or indirect subsidiaries of Sammons Enterprises, Inc. (SEI) are:

Name	Jurisdiction	Percent Of Voting Securities Owned
Sammons Capital, Inc.	Delaware	100% by SEI
Consolidated Investment Services, Inc. (CISI)	Nevada	100% by SEI
MH Imports, Inc.	Delaware	100% by CISI
Mykonos 6420 LP	Texas	85% by MH Imports Inc.
Sammons Financial Group, Inc. (SFG)	Delaware	100% by CISI
Midland National Life Insurance Company (MNL)	Iowa	100% by SFG
SFG Reinsurance Company	South Carolina	100% by MNL
North American Company for Life and Health Insurance (NACOLAH)	Iowa	100% by SFG
NACOLAH Ventures, L.L.C.	Delaware	99% by NACOLAH 1% by SFG
Parkway Mortgage, Inc.	Delaware	100% by CISI
Sammons Corporation	Delaware	100% by CISI
Otter, Inc.	Oklahoma	100% by CISI
Cathedral Hill Hotel, Inc.	Delaware	100% by CISI
Sammons Power Development, Inc.(SPDI)	Delaware	100% by CISI
Gila Bend Power Partners,  L.L.C.	Delaware	50% by SPDI
Sammons Distribution Holdings, Inc. (SDHI)	Delaware	100% by CISI
Sammons CTP, Inc. Merged into SDHI January 15, 2009	Pennsylvania	100% by SDHI
Sammons VPC, Inc.	Delaware	100% by SDHI
Opus 5949 LLC	Texas	75% by Sammons VPC, Inc.
Sammons BW, Inc.	Delaware	100% by SDHI
Briggs Equipment Mexico, Inc.	Delaware	100% by BEI
Briggs Equipment, Inc. (BEI)	Delaware	100% by CISI
Briggs International, Inc. (BII)	Delaware	100% by CISI
Briggs Equipment UK Limited	United Kingdom	100% by BII
Montecargas Yale de Mexico S. A. de C.V. (YALESA)	Mexico	99% by BEI 1% by BEMI
Briggs Equipment S.A. de C.V. (BESA)	Mexico	99% by BEI 1% by BEMI
Briggs Construction Equipment, Inc.	Delaware	100% by CISI
Crestpark LP, Inc.	Delaware	100% by CISI
Sammons Venture Properties, Inc.	Delaware	100% by CISI
Sammons Realty Corporation (SRC)	Delaware	100% by CISI
SRI Ventures, LLC	Delaware	99% by SRC
Sammons Income Properties, Inc.	Delaware	100% by CISI
GBH Venture Co., Inc.	Delaware	100% by CISI
The Grove Park Inn Resort, Inc.  (GPIRI)	Delaware	100% by CISI
GPI Ventures, LLC	Delaware	100% by GPIRI
Sammons Securities, Inc. (SSI)	Delaware	100% by SFG
Sammons Securities Company, L.L.C.	Delaware	67% by SSI
Herakles Investments, Inc. (HII)	Delaware	100% by CISI
Sponsor Investments, L.L.C.	Texas	75% by HII
1900 Capital, Inc.	Delaware	100% CISI
Environment Plastic Solutions, Inc.	Delaware	100% CISI
Sage Assets, Inc.	Delaware	100% CISI

Item 29.      Indemnification

Midland National Life Insurance Company indemnifies actions against all officers, directors, and employees to the full extent permitted by Iowa law.  This includes any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative.  Such indemnification includes expenses, judgments, fines, and amounts paid in settlement of such actions, suits, or proceedings.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by final adjudication of such issue.

Item 30.      Principal Underwriter

 (a)  Other Activity.In addition to Midland National Life Separate Account A, Sammons Securities Company LLC, the principal underwriter of the Registrant, is also the principal underwriter for variable annuity contracts issued through Midland National Life Separate Account C. 

(b)   Management.  The directors and principal officers of Sammons Securities Company LLC are as

                                     follows:

Name and Principal Business Address*	Positions and Offices with Sammons Securities Company, LLC
Steve Palmitier 525 West Van Buren Chicago, IL  60607	Chief Executive Officer
Jerome S. Rydell	Vice Chairman
Michael Masterson 525 West Van Buren Chicago, IL  60607	Chairman
John A. McClellan	Chief Compliance Officer, Municipal Securities Principal
Cindy Reed Annuity Division, 4601 Westown Parkway, Suite 300 West Des Moines, IA 50266	President
Jan R. Elcock One Sammons Plaza, Sioux Falls, SD 57193-9991	Vice President, Compliance & Operations
Matt Stahr Annuity Division, 4601 Westown Parkway, Suite 300 West Des Moines, IA 50266	Vice President & Chief Marketing Officer
Brandon D. Rydell	Vice President & Chief Financial Officer

*  Unless otherwise indicated, the address of each executive officer of Sammons Securities Company LLC is:  4261 Park Road,  Ann Arbor  MI  48103.

(c)  Compensation From the Registrant.  The following commissions and other compensation were received by each principal underwriter, directly or indirectly, from the Registrant during the Registrant's last fiscal year:

(1) Name of Principal Underwriter	(2) Net Underwriting Discounts and    Commissions*	(3) Compensation on Redemption	(4) Brokerage Commissions	(5) Other Compensation*
Sammons Securities Company, LLC	$4,282,773	None	N/A	$47,429

*Includes total sales compensation paid to registered persons of Sammons Securities Company and an underwriting fee of 1.25% of first-year commissions paid to Sammons Securities Company for all of Midland National’s variable universal life insurance policies issued through Separate Account A.  In exchange for the underwriting fee, Sammons Securities Company provides various administrative services.  Examples of the services provided include registered representative training sessions, tracking and notification firm element training, attendance at Annual Compliance Meetings, and continuing education required by FINRA to maintain licensing for all affiliated registered representatives licensed with Midland National.

Item 31.      Location of Accounts and Records

The records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 to 31a-3 promulgated thereunder, are maintained by Midland National Life Insurance Company at One Sammons Plaza Sioux Falls, SD  57193 and Sammons Financial Group, 525 W. Van Buren, Chicago, IL 60607.

Item 32.      Management Services

All management contracts are discussed in Part A or Part B.

Item 33.      Fee Representation

Midland National Life Insurance Company represents that the fees and charges deducted under the Policies, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred and the risks assumed by Midland National Life Insurance Company.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Midland National Life Separate Account A, certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, and its seal to be hereunto affixed and attested, all in Chicago, Illinois this 28^th day of  April, 2010.

         By:  MIDLAND NATIONAL LIFE

                                                                                                                       SEPARATE ACCOUNT A (REGISTRANT)

Attest:  /s/ *                                                                                    By:            /s/*                                                                               

                                                                                                                                 Michael M. Masterson

                                                                                                                                    Chairman of the Board

        By:  MIDLAND NATIONAL LIFE

               INSURANCE COMPANY (DEPOSITOR)

Attest:  /s/ *                                                                                    By:            /s/*                                                                   

                                                                                                                                 Michael M. Masterson

                                                                                                                                    Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

SignaturesTitle

/s/  *                                                                        Chairman of the Board of Directors,                     

MICHAEL M. MASTERSON                             Director

/s/  *                                                                        Director, Chief Executive Officer

Esfandyar E. Dinshaw                               (Principal Executive Officer)

/s/  *                                                                        Senior Vice President, Director                              

JOHN J. CRAIG, II                                              Chief Financial Officer

                                                                                      (Principal Financial & Accounting Officer)

/s/  *                                                                        Director, President and Chief Operating Officer

STEVEN C. PALMITIER                                     Life Division

                              Director              

ROBERT W. KORBA

                              Director                 

DAVID E. SAMS           

*By:  /s/_______________________________________    Date:  April 28, 2010

                                Teresa A. Silvius

                                Attorney-in-Fact

                                Pursuant to Power of Attorney

Registration No. 333-14061

POST-EFFECTIVE AMENDMENT NO. 19

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

EXHIBITS

TO

FORM N-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FOR

MIDLAND NATIONAL LIFE SEPARATE ACCOUNT A

AND

MIDLAND NATIONAL LIFE INSURANCE COMPANY

Exhibit Index

Item	Exhibit
26(k)	(1) Opinion and Consent of Counsel. (2) Power of Attorney
26(n)	(1) Consent of Sutherland Asbill & Brennan LLP (2) Consent of Independent Registered Public Accounting Firm

April 28, 2010

The Board of Directors

Midland National Life Insurance Company

Des Moines, Iowa

Gentlemen:

With reference to the Registration Statement for Midland National Life Separate Account A filed on form N-6 (File number 333-14061 Amendment 19) with the Securities and Exchange Commission covering flexible premium variable life insurance policies, I have examined such documents and such law as I considered necessary and appropriate, and on the basis of such examination, it is my opinion that:

1.Midland National Life Insurance Company is duly organized and validly existing under the laws of the State of Iowa and has been duly authorized to issue individual flexible premium variable life insurance contracts by the Department of Insurance of the State of Iowa.

2.The Midland National Life Separate Account A is a duly authorized and existing separate account established pursuant to the provisions of the Iowa Statutes.

3.The flexible premium variable life insurance contracts, when issued as contemplated by said Form N-6 Registration Statement, will constitute legal, validly issued and binding obligations of Midland National Life Insurance Company.

I hereby consent to the filing of this opinion as an Exhibit to said N-6 Registration Statement.

Sincerely,

/s/

Stephen P. Horvat, Jr.

Senior Vice President – Legal

POWER OF ATTORNEY

The undersigned directors and officers of Midland National Life Insurance Company, an Iowa corporation (the “Company”), hereby constitute and appoint Stephen P. Horvat Jr., and Teresa A. Silvius, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution to each, for him and on his behalf and in his name, place and stead, to execute and file any of the documents referred to below relating to registrations under the Securities Act of 1933 (33-16354; 33-76318; 333-14061; 333-14081; 333-80975; 333-58300; 333-148111; 333-148824; 333-153825; 333-119088; 333-108437; 333-71800; 33-64016; 333-128910; 333-128978; 333-148008) and under the Investment Company Act of 1940 (811-05271; 811-07772) with respect to any life insurance or annuity policies: registration statements on any form or forms under the Securities Act of 1933 and under the Investment Company Act of 1940, and any and all amendments and supplements thereto, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents and him or their substitutes being empowered to act with or without the others or other, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as  fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand, this ___day of  2009.

SIGNATUREDATESIGNATUREDATE

  /s/1/19/09  /s/                                                      1/19/09        

Michael M. Masterson                                                         John J. Craig II

  /s/1/19/09  /s/1/19/09

Steven C. Palmitier                                                             Esfandyar E. Dinshaw

[Sutherland Asbill & Brennan Letterhead]

April 28, 2010

Midland National Life Insurance Company

One Sammons Plaza

Sioux Falls, SD  57193

                                RE:          Variable Universal Life 3 and 4 and Foundation

                                                Form N-6, File No. 333-14061

Gentlemen:

                                We hereby consent to the reference to our name under the caption “Legal Matters” in the Statement of Additional Information filed as part of the Post-Effective Amendment No. 19 to the Registration Statement on Form N-6 filed by Midland National Life Separate Account A for certain variable life insurance policies (File No. 333-14061).  In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

SUTHERLAND ASBILL & BRENNAN LLP

By:  /s/ Frederick R. Bellamy                                             

        Frederick R. Bellamy

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Post-Effective Amendment No. 19 to the Registration Statement on Form N-6 (File No. 333-14061 and 811-05271) of our report dated April 21, 2010, relating to the financial statements and financial highlights of the Midland National Life Separate Account A and the report dated March 24, 2010, relating to the financial statements of the Midland National Life Insurance Company, which appear in such Registration Statement.  We also consent to the references to us under the headings “Financial Statements” and “Financial Matters” in such Registration Statement.

PricewaterhouseCoopers LLP

Milwaukee, Wisconsin
April 28, 2010